EX-4.1 3 d529105_ex4-1.htm POOLING AND SERVICING AGREEMENT Unassociated Document
 

BEAR STEARNS ASSET BACKED SECURITIES I LLC
 
Depositor
 
EMC MORTGAGE CORPORATION
 
Seller and Company
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
Master Servicer and Securities Administrator
 
and
 
U.S. BANK NATIONAL ASSOCIATION
 
Trustee
 
____________________
 
POOLING AND SERVICING AGREEMENT
 
Dated as of June 1, 2006
 
________________________________________
 
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2006-AC4
 
ASSET-BACKED CERTIFICATES, SERIES 2006-AC4







TABLE OF CONTENTS
 

ARTICLE I DEFINITIONS
   
Section 1.01
Defined Terms.
Section 1.02
Allocation of Certain Interest Shortfalls.
   
ARTICLE II CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES
   
Section 2.01
Conveyance of Trust Fund.
Section 2.02
Acceptance of the Mortgage Loans.
Section 2.03
Representations, Warranties and Covenants of the Company, the Master Servicer and the Seller.
Section 2.04
Representations and Warranties of the Depositor.
Section 2.05
Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases.
Section 2.06
Countersignature and Delivery of Certificates.
Section 2.07
Purposes and Powers of the Trust.
   
ARTICLE III ADMINISTRATION AND SERVICING OF EMC MORTGAGE LOANS BY COMPANY
   
Section 3.01
The Company.
Section 3.02
Due-on-Sale Clauses; Assumption Agreements.
Section 3.03
Subservicers.
Section 3.04
Documents, Records and Funds in Possession of Company To Be Held for Trustee.
Section 3.05
Maintenance of Hazard Insurance.
Section 3.06
Presentment of Claims and Collection of Proceeds.
Section 3.07
Maintenance of the Primary Mortgage Insurance Policies.
Section 3.08
Fidelity Bond, Errors and Omissions Insurance.
Section 3.09
Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans.
Section 3.10
Servicing Compensation.
Section 3.11
REO Property.
Section 3.12
Liquidation Reports.
Section 3.13
Books and Records.
   
ARTICLE IV ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
   
Section 4.01
Master Servicer.
Section 4.02
REMIC-Related Covenants.
Section 4.03
Monitoring of Company and Servicer.
Section 4.04
Fidelity Bond.
Section 4.05
Power to Act; Procedures.
Section 4.06
Due-on-Sale Clauses; Assumption Agreements.
Section 4.07
Release of Mortgage Files.
Section 4.08
Documents, Records and Funds in Possession of Master Servicer, Company and Servicer To Be Held for Trustee.
Section 4.09
Standard Hazard Insurance and Flood Insurance Policies.
Section 4.10
Presentment of Claims and Collection of Proceeds.
Section 4.11
Maintenance of the Primary Mortgage Insurance Policies.
Section 4.12
Trustee to Retain Possession of Certain Insurance Policies and Documents.
Section 4.13
Realization Upon Defaulted Mortgage Loans.
Section 4.14
Compensation for the Master Servicer.
Section 4.15
REO Property.
Section 4.16
Annual Statement as to Compliance.
Section 4.17
Assessments of Compliance and Attestation Reports.
Section 4.18
Reports Filed with Securities and Exchange Commission.
Section 4.19
Intention of the Parties and Interpretation.
Section 4.20
UCC.
Section 4.21
Optional Purchase of Certain Mortgage Loans.
   
ARTICLE V ACCOUNTS
   
Section 5.01
Collection of Mortgage Loan Payments; Protected Account.
Section 5.02
Permitted Withdrawals From the Protected Account.
Section 5.03
Reports to Master Servicer.
Section 5.04
Collection of Taxes; Assessments and Similar Items; Escrow Accounts.
Section 5.05
Servicer Protected Accounts.
Section 5.06
[Reserved].
Section 5.07
[Reserved].
Section 5.08
Distribution Account.
Section 5.09
Permitted Withdrawals and Transfers from the Distribution Account.
   
ARTICLE VI DISTRIBUTIONS AND ADVANCES
   
Section 6.01
Advances.
Section 6.02
Compensating Interest Payments.
Section 6.03
REMIC Distributions.
Section 6.04
Distributions.
Section 6.05
Allocation of Realized Losses.
Section 6.06
Monthly Statements to Certificateholders.
Section 6.07
REMIC Designations and REMIC Distributions.
Section 6.08
Reserve Fund.
Section 6.09
Class P Certificate Account.
Section 6.10
Class A-1/A-2 Net WAC Pass-Through Amount; Class A-3/A-2 Net WAC Pass-Through Amount; Class A-1/A-2/A-3 Net WAC Reserve Account.
   
ARTICLE VII THE CERTIFICATES
   
Section 7.01
The Certificates.
Section 7.02
Certificate Register; Registration of Transfer and Exchange of Certificates.
Section 7.03
Mutilated, Destroyed, Lost or Stolen Certificates.
Section 7.04
Persons Deemed Owners.
Section 7.05
Access to List of Certificateholders’ Names and Addresses.
Section 7.06
Book-Entry Certificates.
Section 7.07
Notices to Depository.
Section 7.08
Definitive Certificates.
Section 7.09
Maintenance of Office or Agency.
   
ARTICLE VIII THE COMPANY AND THE MASTER SERVICER
   
Section 8.01
Liabilities of the Depositor, the Company and the Master Servicer.
Section 8.02
Merger or Consolidation of the Depositor, the Company or the Master Servicer.
Section 8.03
Indemnification of the Trustee, the Master Servicer and the Securities Administrator.
Section 8.04
Limitations on Liability of the Depositor, the Company, the Master Servicer and Others.
Section 8.05
Master Servicer and Company Not to Resign.
Section 8.06
Successor Master Servicer.
Section 8.07
Sale and Assignment of Master Servicing.
   
ARTICLE IX DEFAULT; TERMINATION OF MASTER SERVICER; TERMINATION OF COMPANY
   
Section 9.01
Events of Default.
Section 9.02
Trustee to Act; Appointment of Successor.
Section 9.03
Notification to Certificateholders and Rating Agencies.
Section 9.04
Waiver of Defaults.
Section 9.05
Company Default.
Section 9.06
Waiver of Company Defaults.
   
ARTICLE X CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
   
Section 10.01
Duties of Trustee and Securities Administrator.
Section 10.02
Certain Matters Affecting the Trustee and the Securities Administrator.
Section 10.03
Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans.
Section 10.04
Trustee and Securities Administrator May Own Certificates.
Section 10.05
Trustee’s and Securities Administrator’s Fees and Expenses.
Section 10.06
Eligibility Requirements for Trustee and Securities Administrator.
Section 10.07
Insurance.
Section 10.08
Resignation and Removal of Trustee and Securities Administrator.
Section 10.09
Successor Trustee or Securities Administrator.
Section 10.10
Merger or Consolidation of Trustee or Securities Administrator.
Section 10.11
Appointment of Co-Trustee or Separate Trustee.
Section 10.12
Tax Matters.
   
ARTICLE XI TERMINATION
   
Section 11.01
Termination upon Liquidation or Repurchase of all Mortgage Loans.
Section 11.02
Final Distribution on the Certificates.
Section 11.03
Additional Termination Requirements.
   
ARTICLE XII MISCELLANEOUS PROVISIONS
   
Section 12.01
Amendment.
Section 12.02
Recordation of Agreement; Counterparts.
Section 12.03
Governing Law.
Section 12.04
Intention of Parties.
Section 12.05
Notices.
Section 12.06
Severability of Provisions.
Section 12.07
Assignment.
Section 12.08
Limitation on Rights of Certificateholders.
Section 12.09
Inspection and Audit Rights.
Section 12.10
Certificates Nonassessable and Fully Paid.




Exhibits
Exhibit A-1
 
Form of Class A Certificates
Exhibit A-2
 
Form of Class M Certificates
Exhibit A-3
 
Form of Class B Certificates
Exhibit A-4
 
Form of Class C Certificates
Exhibit A-5
 
Form of Class P Certificates
Exhibit A-6
 
Form of Class R Certificates
Exhibit B
 
Mortgage Loan Schedule
Exhibit C
 
Form of Transfer Affidavit
Exhibit D
 
Form of Transferor Certificate
Exhibit E
 
Form of Investment Letter (Non-Rule 144A)
Exhibit F
 
Form of Rule 144A and Related Matters Certificate
Exhibit G
 
Form of Request for Release
Exhibit H
 
DTC Letter of Representations
Exhibit I
 
Schedule of Mortgage Loans with Lost Notes
Exhibit J
 
Form of Custodial Agreement
Exhibit K
 
Form of Back-Up Certification to Form 10-K Certificate
Exhibit L
 
Form of Mortgage Loan Purchase Agreement
Exhibit M
 
[Reserved]
Exhibit N
 
Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit O
 
Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit P
 
Additional Disclosure Notification
Exhibit Q-1
 
American Home Servicing Agreement
Exhibit Q-2
 
HSBC Servicing Agreement
Exhibit R-1
 
American Home Assignment, Assumption and Recognition Agreement
Exhibit R-2
 
HSBC Assignment, Assumption and Recognition Agreement
Exhibit S
 
Reporting Data for Monthly Report
Exhibit T
 
Reporting Data for Defaulted Loans
Exhibit U
 
Reporting Data for Realized Losses and Gains

 




POOLING AND SERVICING AGREEMENT, dated as of June 1, 2006, among BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor (the “Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in such capacity, the “Seller”) and as company (in such capacity, the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
 
PRELIMINARY STATEMENT
 
The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates.
 
REMIC I
 
As provided herein, the Securities Administrator on behalf of the Trustee shall elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (other than the Reserve Fund and the Class A-1/A-2/A-3 Net WAC Reserve Account) as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”. The Class R-1 Certificates will represent the sole class of Residual Interests (as defined herein) in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.
 
Designation
 
Initial Uncertificated Principal Balance
 
Uncertificated REMIC I
Pass-Through Rate
 
Latest Possible Maturity Date(1)
 
AA
 
$
355,888,256.34
   
Variable(2)
 
 
July 25, 2036
 
A-1
 
$
3,364,590.00
   
Variable(2)
 
 
July 25, 2036
 
M-1
 
$
81,710.00
   
Variable(2)
 
 
July 25, 2036
 
M-2
 
$
43,580.00
   
Variable(2)
 
 
July 25, 2036
 
M-3
 
$
23,600.00
   
Variable(2)
 
 
July 25, 2036
 
B-1
 
$
18,160.00
   
Variable(2)
 
 
July 25, 2036
 
B-2
 
$
12,710.00
   
Variable(2)
 
 
July 25, 2036
 
B-3
 
$
12,710.00
   
Variable(2)
 
 
July 25, 2036
 
B-4
 
$
18,160.00
   
Variable(2)
 
 
July 25, 2036
 
B-5
 
$
18,160.00
   
Variable(2)
 
 
July 25, 2036
 
ZZ
 
$
3,669,645.64
   
Variable(2)
 
 
July 25, 2036
 
P
 
$
100.00
   
0.00%
 
 
July 25, 2036
 
___________________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest.
(2)
Calculated in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate” herein.

REMIC II
 
As provided herein, the Securities Administrator on behalf of the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II”. The Class R-2 Certificates will represent the sole class of Residual Interests in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated.
 

Designation
     
Initial Uncertificated
Principal Balance
     
Uncertificated REMIC II
Pass-Through Rate
     
Latest Possible Maturity Date(1)
A-1
     
$
336,459,000.00
     
(2)
       
July 25, 2036
M-1
     
$
8,171,000.00
     
(2)
       
July 25, 2036
M-2
     
$
4,358,000.00
     
(2)
       
July 25, 2036
M-3
     
$
2,360,000.00
     
(2)
       
July 25, 2036
B-1
     
$
1,816,000.00
     
(2)
       
July 25, 2036
B-2
     
$
1,271,000.00
     
(2)
       
July 25, 2036
B-3
     
$
1,271,000.00
     
(2)
       
July 25, 2036
B-4
     
$
1,816,000.00
     
(2)
       
July 25, 2036
B-5
     
$
1,816,000.00
     
(2)
       
July 25, 2036
C
     
$
3,813,281.98
     
(2) (3)
       
July 25, 2036
P
     
$
100.00
     
0.00%
 
     
July 25, 2036
 
___________________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC II Regular Interest.
(2)
Calculated in accordance with the definition of “Uncertificated REMIC II Pass-Through Rate” herein.
(3)
REMIC II Regular Interest C will not accrue interest on its Uncertificated Principal Balance, but will accrue interest at the related Uncertificated REMIC II Pass-Through Rate on its Uncertificated Notional Amount (as defined herein) which shall equal the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest P).
___________________________


REMIC III
 
As provided herein, the Securities Administrator on behalf of the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class R-3 Certificates will represent the sole class of Residual Interests in REMIC III for purposes of the REMIC Provisions.
 
The following table irrevocably sets forth the designation, Pass-Through Rate, Initial Certificate Principal Balance (or initial Uncertificated Principal Balance, in the case of the Class C Interest or Class P Interest) and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each class of Certificates and interests that represents ownership of one or more of the Regular Interests (as defined herein) in REMIC III created hereunder.
 

Designation
     
Initial Certificate or Uncertificated
Principal Balance
     
Pass-Through Rate
     
Latest Possible Maturity Date(1)
A-1(2)
     
$
270,173,000.00
     
Class A-1 Pass-Through Rate
       
July 25, 2036
A-2(3)
     
$
63,086,000.00
     
Class A-2 Pass-Through Rate
       
July 25, 2036
A-3(2)
     
$
3,200,000.00
     
Class A-3 Pass-Through Rate
       
July 25, 2036
M-1
     
$
8,171,000.00
     
Class M-1 Pass-Through Rate
       
July 25, 2036
M-2
     
$
4,358,000.00
     
Class M-2 Pass-Through Rate
       
July 25, 2036
M-3
     
$
2,360,000.00
     
Class M-3 Pass-Through Rate
       
July 25, 2036
B-1
     
$
1,816,000.00
     
Class B-1 Pass-Through Rate
       
July 25, 2036
B-2
     
$
1,271,000.00
     
Class B-2 Pass-Through Rate
       
July 25, 2036
B-3
     
$
1,271,000.00
     
Class B-3 Pass-Through Rate
       
July 25, 2036
B-4
     
$
1,816,000.00
     
Class B-4 Pass-Through Rate
       
July 25, 2036
B-5
     
$
1,816,000.00
     
Class B-5 Pass-Through Rate
       
July 25, 2036
Class C Interest
     
$
3,813,281.98
     
(4)
       
July 25, 2036
Class P Interest
     
$
100.00
     
0.00%
 
     
July 25, 2036
___________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Class A, Class M and Class B Certificates and the Class C Interest and the Class P Interest.
(2)
Each of the Class A-1 Certificates and Class A-3 Certificates represents ownership of a Regular Interest in REMIC III, as well as the obligation to make payments in respect of the Class A-1/A-2 Net WAC Pass-Through Amount and Class A-3/A-2 Net WAC Pass-Through Amount, respectively, to the Class A-1/A-2/A-3 Net WAC Reserve Account for distribution in respect of the Class A-2 Certificates, which obligation shall not be an interest in any REMIC but a contractual obligation of the Holders of the Class A-1 Certificates and Class A-3 Certificates. For federal income tax purposes, the Regular Interest the ownership of which is represented by this Certificate shall accrue interest at the related Uncertificated REMIC III Pass-Through Rate instead of the Pass-Through Rate applicable to such Certificate. Any amount accrued on each Distribution Date by Holders of this Certificate in excess of, or less than, the amount specified in the foregoing sentence for the Regular Interest the ownership of which is represented by this Certificate shall be treated in accordance with the provisions relating to Class A-1/A-2 Net WAC Pass-Through Amounts or Class A-3/A-2 Net WAC Pass-Through Amounts, as applicable, in Section 5.09.
(3)
The Class A-2 Certificates represent ownership of a Regular Interest in REMIC III, as well as the right to receive payments from the Class A-1/A-2/A-3 Net WAC Reserve Account in respect of Class A-1/A-2 Net WAC Pass-Through Amounts and Class A-3/A-2 Net WAC Pass-Through Amounts, which payments shall not be in respect of an interest in any REMIC. For federal income tax purposes, the Regular Interest the ownership of which is represented by the Class A-2 Certificates shall have a principal balance equal to the Certificate Principal Balance of such Certificates, but such Regular Interest shall not accrue interest on its principal balance but rather shall be entitled to interest on its Uncertificated Notional Amount at its Uncertificated REMIC III Pass-Through Rate. Any amount accrued on each Distribution Date by Holders of this Certificate in excess of, or less than, the amount specified in the foregoing sentence for the Regular Interest the ownership of which is represented by this Certificate shall be treated in accordance with the provisions relating to Class A-1/A-2 Net WAC Pass-Through Amounts and Class A-3/A-2 Net WAC Pass-Through Amounts in Section 5.09.
(4)
The Class C Interest will not accrue interest on its Uncertificated Principal Balance, but will be entitled to 100% of the amounts distributed on REMIC II Regular Interest C.


REMIC IV
 
As provided herein, the Securities Administrator on behalf of the Trustee shall elect to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IV”. The Class R-4 Interest will represent the sole class of Residual Interests in REMIC IV for purposes of the REMIC Provisions.
 
The following table sets forth the Class designation, Pass-Through Rate, Initial Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class of Certificates that represents a Regular Interest in REMIC IV created hereunder:
 
Class Designation
Pass-Through Rate
Initial Certificate Principal Balance
Latest Possible
Maturity Date(1)
C
Variable(2)
$3,813,281.98
July 25, 2036
_______________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class C Certificates.
(2)
The Class C Certificates will receive 100% of the amounts received in respect of the Class C Interest.
 
REMIC V
 
As provided herein, the Securities Administrator on behalf of the Trustee shall elect to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC V”. The Class R-5 Interest will represent the sole class of Residual Interests in REMIC V for purposes of the REMIC Provisions.
 
The following table sets forth the Class designation, Pass-Through Rate, Initial Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class of Certificates that represents a Regular Interest in REMIC V created hereunder:
 
Class Designation
Pass-Through Rate
Initial Certificate Principal Balance
Latest Possible
Maturity Date(1)
P
0.00%
$ 100.00
July 25, 2036
_______________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class P Certificates.
(2)
The Class P Certificates will receive 100% of the amounts received in respect of the Class P Interest.
 
The Trust Fund shall be named, and may be referred to as, the “Bear Stearns Asset Backed Securities I Trust 2006-AC4.” The Certificates issued hereunder may be referred to as “Asset-Backed Certificates Series 2006-AC4” (including for purposes of any endorsement or assignment of a Mortgage Note or Mortgage).
 
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Seller, the Company and the Trustee agree as follows:
 



ARTICLE I
 
DEFINITIONS
 
Section 1.01 Defined Terms. 
 
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
 
Accepted Master Servicing Practices: With respect to any Mortgage Loan, those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee or the Master Servicer (except in its capacity as successor to the Company or a Servicer).

Accepted Servicing Practices: With respect to each EMC Mortgage Loan, those mortgage servicing practices (including collection procedures) that are in accordance with all applicable statutes, regulations and prudent mortgage banking practices for similar mortgage loans.
 
Account: The Distribution Account, the Reserve Fund, the Class A-1/A-2/A-3 Net WAC Reserve Account and any Protected Account.
 
Additional Disclosure: As defined in Section 4.18. 
 
Additional Form 10-D Disclosure: As defined in Section 4.18. 
 
Additional Form 10-K Disclosure: As defined in Section 4.18. 

Adjustable Rate Mortgage Loan: Each of the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage Rate that is subject to adjustment.
 
Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the first day of the month in which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.
 
Advance: An advance of delinquent payments of principal or interest in respect of a Mortgage Loan required to be made by the Company as provided in Section 6.01(a) hereof, by the related Servicer in accordance with the related Servicing Agreement or by the Master Servicer as provided in Section 6.01(b) hereof.
 
Agreement: This Pooling and Servicing Agreement and any and all amendments or supplements hereto made in accordance with the terms herein.
 
American Home: American Home Mortgage Corp. and American Home Mortgage Servicing, Inc.
 
American Home Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of June 30, 2006, by and among the Seller, American Home and the Trustee evidencing the assignment of the American Home Servicing Agreement to the Trust, attached hereto as Exhibit R-1.
 
American Home Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of March 1, 2006, between the Seller and American Home, as amended, attached hereto as Exhibit Q-1, as modified by the American Home Assignment Agreement.
 
Amount Held for Future Distribution: As to any Distribution Date, the aggregate amount held in the Company’s or the related Servicer’s Protected Accounts at the close of business on the immediately preceding Determination Date on account of (i) all Scheduled Payments or portions thereof received in respect of the Mortgage Loans due after the related Due Period and (ii) Principal Prepayments, Liquidation Proceeds and Insurance Proceeds received in respect of such Mortgage Loans after the last day of the related Prepayment Period.
 
Annual Statement of Compliance: As defined in Section 4.16.
 
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Class A, Class M and Class B Certificates, the sum of the Realized Losses with respect to the Mortgage Loans which have been applied in reduction of the Certificate Principal Balance of a Class of Certificates pursuant to Section 6.05 of this Agreement which have not previously been reimbursed or reduced by any Subsequent Recoveries applied to such Applied Realized Loss Amount.
 
Appraised Value: With respect to any Mortgage Loan originated in connection with a refinancing, the appraised value of the Mortgaged Property based upon the appraisal made at the time of such refinancing or, with respect to any other Mortgage Loan, the lesser of (x) the appraised value of the Mortgaged Property based upon the appraisal made by a fee appraiser at the time of the origination of the related Mortgage Loan, and (y) the sales price of the Mortgaged Property at the time of such origination.
 
Assignment Agreement: Shall mean any of the American Home Assignment Agreement or the HSBC Assignment Agreement.
 
Assessment of Compliance: As defined in Section 4.17.
 
Attesting Party: As defined in Section 4.17.
 
Attestation Report: As defined in Section 4.17.
 
Bankruptcy Code: Title 11 of the United States Code.
 
Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and any Class of Class A, Class M and Class B Certificates, an amount equal to the sum of (A) if the Pass-Through Rate for such Class for such Distribution Date is limited to the related Net Rate Cap, the excess, if any, of (a) the amount of Current Interest that such Class would have been entitled to receive on such Distribution Date had the Pass-Though Rate applicable to such Class not been reduced by the applicable Net Rate Cap on such Distribution Date, over (b) the amount of Current Interest that such Class received on such Distribution Date and (B) the Basis Risk Shortfall Carry Forward Amount for the previous Distribution Date not previously paid, together with interest thereon at a rate equal to the related Pass-Through Rate for the current Distribution Date.
 
Book-Entry Certificates: Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a person maintaining an account with the Depository (directly, as a “Depository Participant”, or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 7.06). As of the Closing Date, each Class of Offered Certificates constitutes a Class of Book-Entry Certificates.
 
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in The City of New York, New York, Columbia, Maryland, Minneapolis, Minnesota or the city in which the Corporate Trust Office of the Trustee or the Securities Administrator or the principal office of the Company or the Master Servicer is located are authorized or obligated by law or executive order to be closed.
 
Certificate: Any one of the certificates of any Class executed and authenticated by the Securities Administrator in substantially the forms attached hereto as Exhibits A-1 through A-6.
 
Certificateholder or Holder: The person in whose name a Certificate is registered in the Certificate Register (initially, Cede & Co., as nominee for the Depository, in the case of any Book-Entry Certificates).
 
Certificate Owner: With respect to a Book-Entry Certificate, the Person that is the beneficial owner of such Book-Entry Certificate.
 
Certificate Principal Balance: As to any Certificate (other than the Class C Certificates or Class R Certificates) and as of any Distribution Date, the Initial Certificate Principal Balance of such Certificate plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 5.04(b), less the sum of (i) all amounts distributed with respect to such Certificate in reduction of the Certificate Principal Balance thereof on previous Distribution Dates pursuant to Section 5.04, and (ii) any Applied Realized Loss Amounts allocated to such Certificate on previous Distribution Dates. As to the Class C Certificates and as of any Distribution Date, an amount equal to the Uncertificated Principal Balance of the Class C Interest.
 
Certificate Register: The register maintained pursuant to Section 7.02 hereof.
 
Class: All Certificates bearing the same Class designation as set forth in Section 7.01 hereof.
 
Class A Certificate: Any of the Class A-1, Class A-2 and Class A-3 Certificates.
 
Class A Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the Principal Distribution Amount for such Distribution Date and (y) the excess, if any, of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date, over (ii) the lesser of (a) the product of (1) 85.30% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (b) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,815,756.
 
Class A-1 Certificate: Any Certificate designated as a “Class A-1 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class A-1/A-2 Net WAC Pass-Through Amounts.
 
Class A-1 Pass-Through Rate: Shall mean on any Distribution Date, One-Month LIBOR plus 0.250% per annum, with a maximum rate of 8.000% per annum and a minimum rate of 0.250% per annum, subject to the applicable Net Rate Cap.
 
Class A-1/A-2 Net WAC Pass-Through Amount: Shall mean, with respect to any Distribution Date, the excess, if any, of (A) the amount of interest payable on such Distribution Date to the Regular Interest the ownership of which is represented by the Class A-1 Certificates at the related Uncertificated REMIC III Pass-Through Rate, over (B) the amount of interest payable on such Distribution Date to the Class A-1 Certificates at the Class A-1 Pass-Through Rate.
 
Class A-1/A-2/A-3 Net WAC Reserve Account: Shall mean the separate trust account or subaccount created and maintained by the Securities Administrator pursuant to Section 6.09(a) hereof.
 
Class A-1/A-2/A-3 Net WAC Reserve Account Deposit: With respect to the Class A-1/A-2/A-3 Net WAC Reserve Account, an amount equal to $5,000, which the Depositor shall deposit initially into the Class A-1/A-2/A-3 Net WAC Reserve Account pursuant to Section 6.09(a) hereof.
 
Class A-1/A-2/A-3 Target Rate: Shall mean (A) for any Distribution Date on or prior to the Optional Termination Date, 6.50% per annum, and (B) for any Distribution Date thereafter, 7.00% per annum.
 
Class A-2 Certificate: Any Certificate designated as a “Class A-2 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the right to receive Class A-1/A-2 Net WAC Pass-Through Amounts and Class A-3/A-2 Net WAC Pass-Through Amounts.
 
Class A-2 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, 33.583366357036400% per annum minus the product of 4.3333386171258300 and One-Month LIBOR, with a maximum rate of 33.583366357036400% per annum and a minimum rate of 0.00% per annum and (ii) for each Distribution Date thereafter, 36.250035665599300% per annum minus the product of 4.3333386171258300 and One-Month LIBOR per annum, with a maximum rate of 36.250035665599300% per annum and a minimum rate of 2.6666693085629100%, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class A-3 Pass-Through Rate: Shall mean on any Distribution Date, One-Month LIBOR plus 0.250% per annum, with a maximum rate of 8.000% per annum and a minimum rate of 0.250% per annum, subject to the applicable Net Rate Cap.
 
Class A-3/A-2 Net WAC Pass-Through Amount: Shall mean, with respect to any Distribution Date, the excess, if any, of (A) the amount of interest payable on such Distribution Date to the Regular Interest the ownership of which is represented by the Class A-3 Certificates at the related Uncertificated REMIC III Pass-Through Rate, over (B) the amount of interest payable on such Distribution Date to the Class A-3 Certificates at the Class A-3 Pass-Through Rate.
 
Class B Certificates: Any of the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates.
 
Class B-1 Certificate: Any Certificate designated as a “Class B-1 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to its Percentage Interest of distributions provided for the Class B-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class B-1 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 0.500% per annum and (2) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.750% per annum and (2) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class B-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date) and (5) the Certificate Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 94.50% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,815,756.
 
Class B-2 Certificate: Any Certificate designated as a “Class B-2 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to its Percentage Interest of distributions provided for the Class B-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class B-2 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 0.950% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 1.425% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class B-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date) and (6) the Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 95.20% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,815,756.
 
Class B-3 Certificate: Any Certificate designated as a “Class B-3 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to its Percentage Interest of distributions provided for the Class B-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class B-3 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 1.150% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 1.725% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class B-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date) and (7) the Certificate Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 95.90% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,815,756.
 
Class B-4 Certificate: Any Certificate designated as a “Class B-4 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to its Percentage Interest of distributions provided for the Class B-4 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class B-4 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 2.100% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 3.150% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class B-4 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date), (7) the Certificate Principal Balance of the Class B-3 Certificates (after taking into account the payment of the Class B-3 Principal Distribution Amount on such Distribution Date) and (8) the Certificate Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 96.90% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,815,756.
 
Class B-5 Certificate: Any Certificate designated as a “Class B-5 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to its Percentage Interest of distributions provided for the Class B-4 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class B-5 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 2.000% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 3.000% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class B-5 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date), (7) the Certificate Principal Balance of the Class B-3 Certificates (after taking into account the payment of the Class B-3 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class B-4 Certificates (after taking into account the payment of the Class B-4 Principal Distribution Amount on such Distribution Date) and (9) the Certificate Principal Balance of the Class B-5 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 97.90% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,815,756.
 
Class C Certificate: Any Certificate designated as a “Class C Certificate” on the face thereof, in the form of Exhibit A-4 hereto, representing the right to its Percentage Interest of distributions provided for the Class C Certificates herein and evidencing (i) a Regular Interest in REMIC IV and (ii) the obligation to pay Basis Risk Shortfall Carry Forward Amounts.
 
Class C Distribution Amount: With respect to any Distribution Date, the sum of (i) the Current Interest for the Class C Interest for such Distribution Date, (ii) any Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries not distributed to the Class A, Class M and Class B Certificates on such Distribution Date; provided, however that on any Distribution Date after the Distribution Date on which the Certificate Principal Balances of the Class A, Class M and Class B Certificates have been reduced to zero, the Class C Distribution Amount shall include the Overcollateralization Amount. For federal income tax purposes, the Class C Distribution Amount for the Class C Interest for any Distribution Date shall be an amount equal to 100% of the amounts distributed in respect of REMIC II Regular Interest C on such Distribution Date.
 
Class C Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.
 
Class M Certificates: Any of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates.
 
Class M-1 Certificate: Any Certificate designated as a “Class M-1 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class M-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class M-1 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 0.320% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.480% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class M-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date) and (2) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 89.80% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,815,756.
 
Class M-2 Certificate: Any Certificate designated as a “Class M-2 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class M-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class M-2 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 0.380% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.570% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class M-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount and the Class M-1 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and (3) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 92.20% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,815,756.
 
Class M-3 Certificate: Any Certificate designated as a “Class M-3 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to its Percentage Interest of distributions provided for the Class M-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class M-3 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 0.400% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.600% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class M-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and (4) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 93.50% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) minus $1,815,756.
 
Class P Certificate: Any Certificate designated as a “Class P Certificate” on the face thereof, in the form of Exhibit A-5 hereto, representing the right to its Percentage Interest of distributions provided for the Class P Certificates as set forth herein and evidencing a Regular Interest in REMIC V and (ii) the right to receive any Prepayment Charge Waiver Amounts.
 
Class P Certificate Account: The account established and maintained by the Securities Administrator pursuant to Section 6.09 hereof.
 
Class P Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

Class R Certificate: Any of the Class R-1, Class R-2, Class R-3 or Class RX Certificates.
 
Class R-1 Certificate: Any Certificate designated a “Class R-1 Certificate” on the face thereof, in the form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in REMIC I and representing the right to the Percentage Interest of distributions provided for the Class R-1 Certificates as set forth herein.
 
Class R-2 Certificate: Any Certificate designated a “Class R-2 Certificate” on the face thereof, in the form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in REMIC II and representing the right to the Percentage Interest of distributions provided for the Class R-2 Certificates as set forth herein.
 
Class R-3 Certificate: Any Certificate designated a “Class R-3 Certificate” on the face thereof, in the form set forth in Exhibit A-6 hereto, evidencing the Residual Interest in REMIC III and representing the right to the Percentage Interest of distributions provided for the Class R-3 Certificates as set forth herein.
 
Class RX Certificate: Any Certificate designated a “Class RX Certificate” on the face thereof, in the form set forth in Exhibit A-6 hereto, evidencing the ownership of the Class R-4 Interest and Class R-5 Interest and representing the right to the Percentage Interest of distributions provided for the Class RX Certificates as set forth herein.
 
Closing Date: June 30, 2006.
 
Code: The Internal Revenue Code of 1986, including any successor or amendatory provisions.
 
Company: EMC.
 
Company Information: As defined in Section 4.18(c).
 
Compensating Interest: An amount, not to exceed the Servicing Fee, to be deposited in the Distribution Account by the Company or the related Servicer with respect to the payment of a Prepayment Interest Shortfall on a Mortgage Loan subject to this Agreement; provided that in the event the Company or the related Servicer fails to make such payment, the Master Servicer shall be obligated to do so to the extent provided in Section 6.02(c) hereof.

Corporate Trust Office: With respect to the Trustee, the designated corporate trust office of the Trustee where at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this agreement is located at U.S. Bank National Association, One Federal Street, 3rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services, BSABS 2006-AC4, or such other address as the Trustee may designate from time to time, and (ii) with respect to the Securities Administrator, the designated office of the Securities Administrator at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 9062 Old Annapolis Road, Columbia, MD 21045, Attention: Corporate Trust Services, BSABS 2006-AC4 except for purposes of certificate transfer purposes, such term shall mean the office or agency of the Securities Administrator located at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services, BSABS 2006-AC4.
 
Corresponding Certificate: With respect to each REMIC II Regular Interest (other than REMIC II Regular Interests C and P), the Certificate with the corresponding designation.
 
Corresponding Interest: With respect to each REMIC I Regular Interest (other than REMIC I Regular Interests AA and ZZ), the REMIC II Regular Interest with the corresponding designation.
 
Current Interest: As of any Distribution Date, with respect to the Certificates and interests of each class (other than the the Residual Interests and the Residual Certificates), (i) the interest accrued on the Certificate Principal Balance or Notional Amount or Uncertificated Notional Amount, as applicable, during the related Interest Accrual Period at the applicable Pass-Through Rate, plus any amount previously distributed with respect to interest for such Certificate or interest that has been recovered as a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment Interest Shortfall for such Distribution Date, to the extent not covered by Compensating Interest and (b) any Relief Act Interest Shortfalls during the related Due Period, provided, however, that for purposes of calculating Current Interest for any such class, amounts specified in clause (ii) hereof for any such Distribution Date shall be allocated first to the C Certificates and the Class C Interest in reduction of amounts otherwise distributable to such Certificates and interest on such Distribution Date and then any excess shall be allocated to each Class of Class A, Class M and Class B Certificates pro rata based on the respective amounts of interest accrued pursuant to clause (i) hereof for each such Class on such Distribution Date.
 
Current Report: The Current Report pursuant to Section 13 or 15(d) of the Exchange Act.
 
Current Specified Enhancement Percentage: With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Class M Certificates and Class B Certificates and (ii) the Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period).
 
Custodial Agreement: An agreement, dated as of June 30, 2006, among the Depositor, the Seller, the Trustee, the Master Servicer, the Securities Administrator and the Custodian in substantially the form of Exhibit J hereto.
 
Custodian: Wells Fargo Bank, National Association, or any successor custodian appointed pursuant to the provisions hereof and the Custodial Agreement.
 
Cut-off Date: The close of business on June 1, 2006.
 
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof as of the close of business on the Cut-off Date after application of all Principal Prepayments received prior to the Cut-off Date and scheduled payments of principal due on or before the Cut-off Date, whether or not received, but without giving effect to any installments of principal received in respect of Due Dates after the Cut-off Date. The aggregate Cut-off Date Principal Balance of the Mortgage Loans is $363,151,281.98.
 
Debt Service Reduction: With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan that became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any other reduction that results in a permanent forgiveness of principal.
 
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under such Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court that is final and non-appealable in a proceeding under the Bankruptcy Code.
 
Definitive Certificates: As defined in Section 7.06.
 
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.
 
Delinquency Event: A Delinquency Event shall have occurred and be continuing if at any time, (x) the percent equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Mortgage Loans that are 60 days or more Delinquent (including for this purpose any such Mortgage Loans in bankruptcy or foreclosure and Mortgage Loans with respect to which the related Mortgaged Property is REO Property), and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Due Period exceeds (y) 47.60% of the Current Specified Enhancement Percentage.
 
Delinquent: A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month), then on the last day of such immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on. This method of determining delinquencies is also referred to as the OTS method.
 
Denomination: With respect to each Certificate, the amount set forth on the face thereof as the “Initial Principal Balance or initial notional amount of this Certificate”.
 
Depositor: Bear Stearns Asset Backed Securities I LLC, a Delaware limited liability company, or its successor in interest.
 
Depository: The initial Depository shall be The Depository Trust Company (“DTC”), the nominee of which is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.
 
Depository Agreement: With respect to the Class of Book-Entry Certificates, the agreement between the Depositor signing on behalf of the Issuing Entity and the initial Depository, dated as of the Closing Date, substantially in the form of Exhibit H.
 
Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.
 
Determination Date: With respect to any Distribution Date, the 15th day of the month of such Distribution Date or, if such 15th day is not a Business Day, the immediately preceding Business Day.
 
Distribution Account: The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 5.08 in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank National Association, in trust for registered Holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2006-AC4” shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.
 
Distribution Date: The 25th day of each calendar month after the initial issuance of the Certificates, or if such 25th day is not a Business Day, the next succeeding Business Day, commencing in July 2006.
 
Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of the Exchange Act.
 
Due Date: As to any Mortgage Loan, the date in each month on which the related Scheduled Payment is due, as set forth in the related Mortgage Note.
 
Due Period: With respect to any Distribution Date, the period from the second day of the calendar month preceding the calendar month in which such Distribution Date occurs through close of business on the first day of the calendar month in which such Distribution Date occurs.
 
EDGAR: As defined in Section 4.18.
 
Eligible Account: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company, the long-term unsecured debt obligations and short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company, so long as Moody’s is not a Rating Agency) are rated by each Rating Agency in one of its two highest long-term and its highest short-term rating categories respectively, at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company having capital and surplus of not less than $50,000,000, acting in its fiduciary capacity or (iv) any other account acceptable to the Rating Agencies. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.
 
EMC: EMC Mortgage Corporation, a Delaware corporation.
 
EMC Mortgage Loans: Those Mortgage Loans serviced by the Company pursuant to the terms of this Agreement.
 
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
 
ERISA Restricted Certificates: Any of the Class B-5, Class C, Class P and Residual Certificates.
 
Event of Default: As defined in Section 9.01 hereof.
 
Excess Cashflow: With respect to any Distribution Date, an amount, if any, equal to the sum of (a) the Remaining Excess Spread for such Distribution Date and (b) the Overcollateralization Release Amount for such Distribution Date.
 
Excess Liquidation Proceeds: To the extent not required by law to be paid to the related Mortgagor, the excess, if any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated Principal Balance of such Mortgage Loan and accrued and unpaid interest at the related Mortgage Rate through the last day of the month in which the Mortgage Loan has been liquidated.
 
Excess Spread: With respect to any Distribution Date, the excess, if any, of (i) the Interest Funds for such Distribution Date over (ii) the sum of the Current Interest on the Class A, Class M and Class B Certificates and Interest Carry Forward Amounts on the Class A Certificates (other than Interest Carry Forward Amounts paid pursuant to Section 6.04(a)(3)(A)), in each case for such Distribution Date.
 
Exchange Act: Securities Exchange Act of 1934, as amended.
 
Exchange Act Reports: Any reports required to be filed pursuant to Section 4.18 of this Agreement.
 
Exemption: Prohibited Transaction Exemption 90-30, as amended from time to time.
 
Extra Principal Distribution Amount: With respect to any Distribution Date, the lesser of (i) the excess, if any, of the Overcollateralization Target Amount for such Distribution Date, over the Overcollateralization Amount for such Distribution Date (after giving effect to distributions of principal on the Certificates other than any Extra Principal Distribution Amount) and (ii) the Excess Spread for such Distribution Date.
 
Fannie Mae: Fannie Mae (formally, Federal National Mortgage Association), or any successor thereto.
 
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
 
Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by EMC pursuant to or as contemplated by Section 2.03(c) or Section 11.01), a determination made by the Company pursuant to this Agreement or the applicable Servicer pursuant to the related Servicing Agreement that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Company or such Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Master Servicer shall maintain records, based solely on information provided by the Company and each Servicer, of each Final Recovery Determination made thereby.
 
Final Scheduled Distribution Date: With respect to the Certificates, July 25, 2036.
 
Fiscal Quarter: December 1 to February 29 (or the last day in such month), March 1 to May 31, June 1 to August 31, or September to November 30, as applicable.
 
Freddie Mac: Freddie Mac (formally, The Federal Home Loan Mortgage Corporation), or any successor thereto.
 
Global Certificate: Any Private Certificate registered in the name of the Depository or its nominee, beneficial interests in which are reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant in accordance with the rules of such depository).

Gross Margin: With respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.
 
HSBC: HSBC Mortgage Corporation (USA).
 
HSBC Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of June 30, 2006, by and among the Seller, HSBC and the Trustee evidencing the assignment of the HSBC Servicing Agreement to the Trust, attached hereto as Exhibit R-2.
 
HSBC Servicing Agreement: The Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of September 1, 2005, between the Seller and HSBC, as amended, attached hereto as Exhibit Q-2, as modified by the HSBC Assignment Agreement.
 
Indemnified Persons: The Trustee, the Master Servicer, the Company, the Trust Fund and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.
 
Individual Certificate: Any Private Certificate registered in the name of the Holder other than the Depository or its nominee.
 
Initial Certificate Principal Balance: With respect to any Certificate, the Certificate Principal Balance of such Certificate or any predecessor Certificate on the Closing Date.
 
Insurance Policy: With respect to any Mortgage Loan included in the Trust Fund, any insurance policy or LPMI Policy, including all riders and endorsements thereto in effect with respect to such Mortgage Loan, including any replacement policy or policies for any Insurance Policies.
 
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy or any other insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, the Company, the related Servicer or the trustee under the deed of trust and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Company or the related Servicer would follow in servicing mortgage loans held for its own account, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.
 
Insured Expenses: Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.
 
Interest Accrual Period: With respect to the Certificates (other than the Class C, Class P Certificates and the Residual Certificates) and any Distribution Date, the period from and including the 25th day of the calendar month preceding the month in which such Distribution Date occurs (or with respect to the Class M Certificates and Class B Certificates and the first Interest Accrual Period, the Closing Date) to and including the 24th day of the calendar month in which such Distribution Date occurs. The Class R Certificates and Class P Certificates are not entitled to distributions of interest and do not have an Interest Accrual Period. With respect to the Class C Certificates and the Class C Interest and any Distribution Date, the calendar month immediately preceding such Distribution Date. All calculations of interest on the Class A Certificates and Class C Certificates and the Class C Interest will be made on the basis of a 360-day year consisting of twelve 30-day months. All calculations of interest on the Class M Certificates and Class B Certificates will be made on the basis of the actual number of days elapsed in the related Interest Accrual Period.
 
Interest Carry Forward Amount: As of any Distribution Date and with respect to each Class of Certificates (other than the Class C, Class P and Residual Certificates), the sum of (i) the excess of (a) the Current Interest for such Class with respect to such Distribution Date and any prior Distribution Dates over (b) the amount actually distributed to such Class of Certificates with respect to interest on such Distribution Dates and (ii) interest thereon (to the extent permitted by applicable law) at the applicable Pass-Through Rate for such Class for the related Interest Accrual Period including the Interest Accrual Period relating to such Distribution Date.
 
Interest Determination Date: Shall mean the second LIBOR Business Day preceding the commencement of each Interest Accrual Period.
 
Interest Funds: For any Distribution Date, (i) the sum, without duplication, of (a) all scheduled interest during the related Due Period with respect to the related Mortgage Loans less the Servicing Fee, the Master Servicing Fee and the LPMI Fee, if any, (b) all Advances relating to interest with respect to the related Mortgage Loans remitted by the related Servicer or Master Servicer, as applicable, on or prior to the related Remittance Date, (c) all Compensating Interest with respect to the related Mortgage Loans required to be remitted by the Company or the Master Servicer pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement with respect to such Distribution Date, (d) Liquidation Proceeds and Subsequent Recoveries with respect to the related Mortgage Loans collected during the related Prepayment Period (to the extent such Liquidation Proceeds and Subsequent Recoveries relate to interest), (e) all amounts relating to interest with respect to each Mortgage Loan repurchased by the Seller pursuant to Sections 2.02 and 2.03 and by EMC pursuant to Section 4.20, (f) all amounts in respect of interest paid by the Master Servicer pursuant to Section 11.01, in each case to the extent remitted by the Company or the related Servicer, as applicable, to the Distribution Account pursuant to this Agreement or the related Servicing Agreement and (g) the interest portion of any proceeds received from the exercise of an Optional Termination pursuant to Section 11.01 minus (ii) all amounts required to be reimbursed pursuant to Sections 5.02, 5.05 and 5.09 or as otherwise set forth in this Agreement.
 
Issuing Entity: Bear Stearns Asset Backed Securities I Trust 2006-AC4.

Latest Possible Maturity Date: July 25, 2036, which is the Distribution Date in the month following the final scheduled maturity date of the Mortgage Loan in the Trust Fund having the latest scheduled maturity date as of the Cut-off Date. For purposes of the Treasury regulations under Sections 860A through 860G of the Code, the latest possible maturity date of each Regular Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V shall be the Latest Possible Maturity Date.
 
LIBOR Business Day: Shall mean a day on which banks are open for dealing in foreign currency and exchange in London and New York City.
 
LIBOR Certificates: Any of the Class A, Class M and Class B Certificates.
 
Liquidated Loan: With respect to any Distribution Date, a defaulted Mortgage Loan that has been liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale or other realization as provided by applicable law governing the real property subject to the related Mortgage and any security agreements and as to which the Company or the related Servicer has made a Final Recovery Determination with respect thereto.
 
Liquidation Proceeds: Amounts, other than Insurance Proceeds, received in connection with the partial or complete liquidation of a Mortgage Loan, whether through trustee’s sale, foreclosure sale or otherwise, or in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received with respect to an REO Property, less the sum of related unreimbursed Advances, Servicing Fees and Servicing Advances and all expenses of liquidation, including property protection expenses and foreclosure and sale costs, including court and reasonable attorneys fees.
 
Loan-to-Value Ratio: The fraction, expressed as a percentage, the numerator of which is the original principal balance of the related Mortgage Loan and the denominator of which is the Appraised Value of the related Mortgaged Property.
 
Loss Allocation Limitation: The meaning specified in Section 6.05(c) hereof.
 
LPMI Fee: Shall mean the fee payable to the insurer for each Mortgage Loan subject to an LPMI Policy as set forth in such LPMI Policy and on the Mortgage Loan Schedule.
 
LPMI Policy: A policy of mortgage guaranty insurance issued by an insurer meeting the requirements of Fannie Mae and Freddie Mac in which the Company or the related Servicer of the related Mortgage Loan is responsible for the payment of the LPMI Fee thereunder from collections on the related Mortgage Loan.
 
Majority Class C Certificateholder: Shall mean the Holder of a 50.01% or greater Percentage Interest in the Class C Certificates.
 
Marker Rate: With respect to REMIC II Regular Interest C and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interests AA and P), with the rate on each such REMIC I Regular Interest (other than REMIC I Regular Interest ZZ) subject to a cap equal to the Uncertificated REMIC II Pass-Through Rate for the Corresponding Interest for the purpose of this calculation for such Distribution Date, and with the rate on REMIC I Regular Interest ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each REMIC I Regular Interest (other than REMIC I Regular Interests AA, A-1, P and ZZ) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period.
 
Master Servicer: Wells Fargo Bank, National Association, in its capacity as master servicer, and its successors and assigns.
 
Master Servicing Compensation: For any Distribution Date, the Master Servicing Fee for such Distribution Date and any amounts earned on permitted investments in the Distribution Account.
 
Master Servicing Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of the Master Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs.
 
Master Servicing Fee Rate: 0.0175% per annum.
 
Master Servicing Information: As defined in Section 4.18(c).
 
Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.
 
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
 
MERS® System: The system of recording transfers of Mortgages electronically maintained by MERS.
 
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.

Minimum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.
 
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
 
Monthly Statement: The statement delivered pursuant to Section 6.06.
 
Moody’s: Moody’s Investors Service, Inc., and any successor thereto.
 
Mortgage: The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in an estate in fee simple in real property securing a Mortgage Note.
 
Mortgage File: The mortgage documents listed in Section 2.01 hereof pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee or Custodian on its behalf to be added to the Mortgage File pursuant to this Agreement.
 
Mortgage Loans: Such of the Mortgage Loans transferred and assigned to the Trustee pursuant to the provisions hereof, as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property. Any mortgage loan that was intended by the parties hereto to be transferred to the Trust Fund as indicated by such Mortgage Loan Schedule which is in fact not so transferred for any reason including, without limitation, a breach of the representation contained in Section 2.03(b)(v) hereof, shall continue to be a Mortgage Loan hereunder until the Purchase Price with respect thereto has been paid to the Trust Fund.
 
Mortgage Loan Purchase Agreement: Shall mean the Mortgage Loan Purchase Agreement, dated as of June 30, 2006, between the Seller, as seller and the Depositor, as purchaser in the form attached hereto as Exhibit L.
 
Mortgage Loan Purchase Price: The price, calculated as set forth in Section 11.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 11.01.
 
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by the Seller to reflect the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, the initial Mortgage Loan Schedule being attached hereto as Exhibit B, setting forth the following information with respect to each Mortgage Loan:
 
(a) the city, state and zip code of the Mortgaged Property;
 
(b) the property type;
 
(c) the Mortgage Interest Rate;
 
(d) the Servicing Fee Rate;
 
(e) the Master Servicer's Fee Rate;
 
(f) the LPMI Fee, if applicable;
 
(g) the Trustee Fee Rate, if applicable;
 
(h) the Net Rate;
 
(i) the maturity date;
 
(j) the stated original term to maturity;
 
(k) the stated remaining term to maturity;
 
(l) the original Principal Balance;
 
(m) the first payment date;
 
(n) the principal and interest payment in effect as of the Cut-off Date;
 
(o) the unpaid Principal Balance as of the Cut-off Date;
 
(p) the Loan-to-Value Ratio at origination;
 
(q) the insurer of any Primary Mortgage Insurance Policy;
 
(r) the MIN with respect to each MOM Loan;
 
(s) the Gross Margin, if applicable;
 
(t) the next Adjustment Date, if applicable;
 
(u) the Maximum Mortgage Rate, if applicable;
 
(v) the Minimum Mortgage Rate, if applicable;
 
(w) the Periodic Rate Cap, if applicable;
 
(x) the Loan Group, if applicable;
 
(y) a code indicating whether the Mortgage Loan is negatively amortizing;
 
(z) which Mortgage Loans adjust after an initial fixed-rate period of one, two, three, five, seven or ten years or any other period;
 
(aa) the Prepayment Charge, if any;
 
(bb) lien position (e.g., first lien or second lien);
 
(cc) a code indicating whether the Mortgage Loan is has a balloon payment;
 
(dd) a code indicating whether the Mortgage Loan is an interest-only loan;
 
(ee) the interest-only term, if applicable;
 
(ff) the Mortgage Loan Seller; and
 
(gg) the original amortization term.
 
Such schedule also shall set forth for all of the Mortgage Loans, the total number of Mortgage Loans, the total of each of the amounts described under (n) and (j) above, the weighted average by principal balance as of the Cut-off Date of each of the rates described under (c) through (h) above, and the weighted average remaining term to maturity by unpaid principal balance as of the Cut-off Date.
 
Mortgage Note: The original executed note or other evidence of indebtedness of a Mortgagor under a Mortgage Loan.
 
Mortgage Rate: The annual rate of interest borne by a Mortgage Note.
 
Mortgaged Property: The underlying property securing a Mortgage Loan.
 
Mortgagor: The obligors on a Mortgage Note.
 
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Master Servicing Fee Rate and (iii) the rate at which the LPMI Fee is calculated, if any.
 
Net Rate Cap: With respect to the Class A-1, Class A-2 and Class A-3 Certificates and any Distribution Date will be calculated based on an assumed certificate with a principal balance equal to the aggregate Certificate Principal Balance of the Class A-1, Class A-2 and Class A-3 Certificates and a fixed pass-through rate of 6.50% per annum and a rate increase of 0.50% per annum after the Optional Termination Date. If the weighted average of the Net Mortgage Rates on the Mortgage Loans for any Distribution Date is less than 6.50% per annum (or, after the Optional Termination Date, 7.00% per annum), the amount of the shortfall which would occur with respect to the assumed certificate for such Distribution Date will be allocated among the Class A-1, Class A-2 and Class A-3 Certificates in proportion to their current entitlements to interest for such Distribution Date calculated without regard to this cap, and the Net Rate Cap for each such Class for such Distribution Date will be equal to the Pass-Through Rate for such Class for such Distribution Date (determined without regard to the related Net Rate Cap) reduced by the shortfall for such Distribution Date allocable to such Class as determined pursuant to this sentence. For the avoidance of doubt, the Net Rate Cap will not be applicable to the Class A-1, Class A-2 or Class A-3 Certificates for any Distribution Date on which the weighted average of the Net Mortgage Rates on the Mortgage Loans is equal to or greater than 6.50% per annum (or, after the Optional Termination Date, 7.00% per annum).
 
With respect to the Class M Certificates and Class B Certificates, a per annum rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans as of the first day of the related Due Period , adjusted for the actual numbers of days elapsed in the Interest Accrual Period.
 
For federal income tax purposes, the Net Rate Cap with respect to each of the Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates and any Distribution Date shall be equal to the Uncertificated REMIC III Pass-Through Rate for such Distribution Date for the Regular Interest the ownership of which is represented by such Certificate. For federal income tax purposes, the Net Rate Cap with respect to each Class M Certificate and Class B Certificate and any Distribution Date shall be a rate equal to the weighted average of the Uncertificated REMIC II Pass-Through Rate for such Distribution Date for the REMIC II Regular Interest for which such Certificate is the Corresponding Certificate.
 
Non-Book-Entry Certificate: Any Certificate other than a Book-Entry Certificate.
 
Nonrecoverable Advance: Any portion of an Advance previously made or proposed to be made by the Company or the Master Servicer pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement, that, in the good faith judgment of the Company, the Master Servicer or the related Servicer, will not or, in the case of a proposed advance, would not, be ultimately recoverable by it from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or otherwise.
 
Notional Amount: With respect to the Class C Certificates and any Distribution Date, an amount equal to the aggregate Stated Principal Balance of the Mortgage Loans. The initial Notional Amount of the Class C Certificates shall be $363,151,281.98. For federal income tax purposes, the Class C Certificates will have a Notional Amount equal to the Uncertificated Notional Amount of the Class C Interest.
 
Offered Certificates: Any of the Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.
 
Officer’s Certificate: A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Depositor, the Seller, any Servicer or the Master Servicer (or any other officer customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with a particular subject) or (ii), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor, the Seller, the Securities Administrator, the Master Servicer and/or the Trustee, as the case may be, as required by this Agreement.
 
One-Month LIBOR: With respect to any Interest Accrual Period and the LIBOR Certificates, the rate determined by the Securities Administrator on the related Interest Determination Date on the basis of the rate for U.S. dollar deposits for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such Interest Determination Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying One-Month LIBOR or comparable rates as may be reasonably selected by the Securities Administrator), One-Month LIBOR for the applicable Interest Accrual Period will be the Reference Bank Rate. If no such quotations can be obtained by the Securities Administrator and no Reference Bank Rate is available, One-Month LIBOR shall be One-Month LIBOR applicable to the preceding Interest Accrual Period. The establishment of One-Month LIBOR on each Interest Determination Date by the Securities Administrator and the Securities Administrator’s calculation of the rate of interest applicable to the LIBOR Certificates for the related Interest Accrual Period shall, in the absence of manifest error, be final and binding.  One-Month LIBOR for the Class M Certificates and Class B Certificates and any Accrual Period shall be calculated as described above. One-Month LIBOR for the initial Accrual Period will be 5.18% with regard to the Class A-1, Class A-2 and Class A-3 Certificates.
 
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Seller, the Depositor, the Company or the Master Servicer, reasonably acceptable to each addressee of such opinion; provided that with respect to Section 2.05, 8.05, 8.07 or 12.01, or the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Seller, Depositor, the Company and the Master Servicer, (ii) not have any direct financial interest in the Seller, Depositor, the Company or the Master Servicer or in any affiliate of either, and (iii) not be connected with the Seller, Depositor, the Company or the Master Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Optional Termination: The termination of the Trust created hereunder as a result of the purchase of all of the assets of the Trust and any related REO Property pursuant to Section 11.01.
 
Optional Termination Date: The Distribution Date on which the Stated Principal Balance of all of the Mortgage Loans is equal to or less than 10% of the Stated Principal Balance of all of the Mortgage Loans as of the Cut-off Date.
 
Original Value: The value of the property underlying a Mortgage Loan based, in the case of the purchase of the underlying Mortgaged Property, on the lower of an appraisal or the sales price of such property or, in the case of a refinancing, on an appraisal.
 
Originator: With respect to each Mortgage Loan, shall mean the originator set forth in the Mortgage Loan Schedule for such Mortgage Loan.
 
OTS: The Office of Thrift Supervision.
 
Outstanding: With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:
 
(a) Certificates theretofore canceled by the Securities Administrator or delivered to the Securities Administrator for cancellation; and
 
(b) Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Securities Administrator pursuant to this Agreement.
 
Outstanding Mortgage Loan: As of any date of determination, a Mortgage Loan with a Stated Principal Balance greater than zero that was not the subject of a Principal Prepayment in full, and that did not become a Liquidated Loan, prior to the end of the related Prepayment Period.
 
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) over the aggregate Certificate Principal Balance of the Certificates (other than the Class C Certificates and the Class P Certificates) on such Distribution Date (after taking into account the payment of principal other than any Extra Principal Distribution Amount on such Certificates).
 
Overcollateralization Release Amount: With respect to any Distribution Date, the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date), over (ii) the Overcollateralization Target Amount for such Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount is less than or equal to the Overcollateralization Target Amount on that Distribution Date).
 
Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the Stepdown Date, 1.05% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, (b) on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of (i) the lesser of (1) 1.05% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (2) 2.10% of the then current aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the related Due Period) and (ii) $1,815,756 or (c) on or after the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date.
 
Ownership Interest: As to any Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial.
 
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of mortgage loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans.
 
Pass-Through Rate: With respect to each Class of Certificates (other than the Class C Certificates), the Class A-1 Pass-Through Rate, Class A-2 Pass-Through Rate, Class A-3 Pass-Through Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3 Pass-Through Rate, Class B-1 Pass-Through Rate, Class B-2 Pass-Through Rate, Class B-3 Pass-Through Rate, Class B-4 Pass-Through Rate or Class B-5 Pass-Through Rate, as applicable.
 
With respect to the Class C Interest, the Class C Interest shall not have a Pass-Through Rate, but the Current Interest for such interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC II Regular Interest C.
 
With respect to the Class C Certificate, the Class C Certificate shall not have a Pass-Through Rate, but Current Interest for such Certificate and each Distribution Date shall be an amount equal to 100% of the amounts distributable to the Class C Interest for such Distribution Date.
 
With respect to the Class P Certificate and the Class P Interest, 0.00% per annum.
 
Paying Agent: The Securities Administrator, in its capacity as paying agent, and its successors and assigns.
 
Percentage Interest: With respect to any Certificate of a specified Class, the Percentage Interest set forth on the face thereof or the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the such Class.
 
Periodic Rate Cap: With respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.
 
Permitted Investments: At any time, any one or more of the following obligations and securities:
 
(i) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;
 
(ii) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;
 
(iii) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;
 
(iv) certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities (including the Trustee in its commercial banking capacity), provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company are then rated one of the two highest long-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency;
 
(v) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC;
 
(vi) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any such Rating Agency;
 
(vii) repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (iv) above;
 
(viii) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest long term ratings of each Rating Agency (except if the Rating Agency is Moody’s, such rating shall be the highest commercial paper rating of Moody’s for any such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;
 
(ix) interests in any money market fund (including any such fund managed or advised by the Trustee or Master Servicer or any affiliate thereof) which at the date of acquisition of the interests in such fund and throughout the time such interests are held in such fund has the highest applicable long term rating by each Rating Agency rating such fund or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;
 
(x) short term investment funds sponsored by any trust company or banking association incorporated under the laws of the United States or any state thereof (including any such fund managed or advised by the Trustee or any affiliate thereof) which on the date of acquisition has been rated by each Rating Agency in their respective highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency; and
 
(xi) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;
 
provided, that no such instrument shall be a Permitted Investment if such instrument (i) evidences the right to receive interest only payments with respect to the obligations underlying such instrument, (ii) is purchased at a premium or (iii) is purchased at a deep discount; provided further that no such instrument shall be a Permitted Investment (A) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, or (B) if it may be redeemed at a price below the purchase price (the foregoing clause (B) not to apply to investments in units of money market funds pursuant to clause (vi) above); provided further that no amount beneficially owned by any REMIC may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer shall receive an Opinion of Counsel, at the expense of the Master Servicer, to the effect that such investment will not adversely affect the status of any such REMIC as a REMIC under the Code or result in imposition of a tax on any such REMIC. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.
 
Permitted Transferee: Any Person (x) other than (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Section 521 of the Code) that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code or (v) an electing large partnership within the meaning of Section 775(a) of the Code, (y) that is a citizen or resident of the United States, a corporation, partnership (other than a partnership that has any direct or indirect foreign partners) or other entity (treated as a corporation or a partnership for federal income tax purposes), created or organized in or under the laws of the United States, any State thereof or the District of Columbia, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or if it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person and (z) other than any other Person so designated by the Trustee or Securities Administrator based upon an Opinion of Counsel addressed to the Trustee or Securities Administrator (which shall not be an expense of the Trustee or Securities Administrator) that states that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are Outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such government unit.
 
Person: Any individual, corporation, partnership, joint venture, association, joint- stock company, limited liability company, trust, unincorporated organization or government, or any agency or political subdivision thereof.
 
Prepayment Assumption: The applicable rate of prepayment, as described in the Prospectus Supplement.
 
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
 
Prepayment Charge Waiver Amount: Any amount paid by the Company or related Servicer to the Master Servicer in respect of waived Prepayment Charges pursuant to Section 5.01(a).
 
Prepayment Interest Excess: With respect to any Distribution Date, for each EMC Mortgage Loan that was the subject of a Principal Prepayment in full or in part during the portion of the related Prepayment Period occurring between the first day of the calendar month in which such Distribution Date occurs and the Determination Date of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the last date through which interest is collected from the related Mortgagor.
 
Prepayment Interest Shortfall: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a partial Principal Prepayment, a Principal Prepayment in full, or that became a Liquidated Loan during the related Prepayment Period, (other than a Principal Prepayment in full resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 4.20 or 11.01 hereof), the amount, if any, by which (i) one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan immediately prior to such prepayment (or liquidation) or in the case of a partial Principal Prepayment on the amount of such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest paid or collected in connection with such Principal Prepayment or such liquidation proceeds less the sum of (a) the related Servicing Fee, (b) the Master Servicing Fee Rate and (c) the LPMI Fee, if any.
 
Prepayment Period: As to any Distribution Date and (i) each EMC Mortgage Loan, the period commencing on the 16th day of the month prior to the month in which the related Distribution Date occurs and ending on the 15th day of the month in which such Distribution Date occurs and (ii) any other Mortgage Loan, the period set forth in the related Servicing Agreement.
 
Primary Mortgage Insurance Policy: Any primary mortgage guaranty insurance policy issued in connection with a Mortgage Loan which provides compensation to a Mortgage Note holder in the event of default by the obligor under such Mortgage Note or the related security instrument, if any or any replacement policy therefor through the related Interest Accrual Period for such Class relating to a Distribution Date.
 
Principal Distribution Amount: With respect to each Distribution Date, an amount equal to (x) the Principal Funds for such Distribution Date plus (y) any Extra Principal Distribution Amount for such Distribution Date, less (z) any Overcollateralization Release Amount.
 
Principal Funds: With respect to any Distribution Date, (i) the sum, without duplication, of (a) all scheduled principal collected on the Mortgage Loans during the related Due Period, (b) all Advances relating to principal made with respect to the Mortgage Loans remitted by the related Servicer or Master Servicer, as applicable, on or prior to the Remittance Date, (c) Principal Prepayments with respect to the Mortgage Loans exclusive of Prepayment Charges or penalties collected during the related Prepayment Period, (d) the Stated Principal Balance of each Mortgage Loan that was repurchased by the Seller pursuant to Sections 2.02 or 2.03 or by EMC pursuant to Section 4.20, (e) the aggregate of all Substitution Adjustment Amounts with respect to the Mortgage Loans for the related Determination Date in connection with the substitution of related Mortgage Loans pursuant to Section 2.03(d), (e) all Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage Loans collected during the related Prepayment Period (to the extent such Liquidation Proceeds and Subsequent Recoveries relate to principal) and remitted by the Company or the related Servicer to the Distribution Account pursuant to this Agreement or the related Servicing Agreement and (f) amounts in respect of principal paid by the Majority Class C Certificateholder pursuant to Section 11.01 minus (ii) all related amounts required to be reimbursed pursuant to Sections 5.02, 5.05 and 5.09 or as otherwise set forth in this Agreement.
 
Principal Prepayment: Any Mortgagor payment or other recovery of (or proceeds with respect to) principal on a Mortgage Loan (including loans purchased or repurchased under Sections 2.02, 2.03, 4.20 and 11.01 hereof) that is received in advance of its scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. Partial Principal Prepayments shall be applied by the Company or the related Servicer, as appropriate, in accordance with the terms of the related Mortgage Note.
 
Principal Remittance Amount: With respect to each Distribution Date, the sum of the amounts listed in clauses (a) through (e) of the definition of Principal Funds.
 
Private Certificates: Any of the Class B-5, Class C, Class P and Class R Certificates.
 
Prospectus Supplement: The Prospectus Supplement dated June 28, 2006 relating to the public offering of the Offered Certificates.
 
Protected Account: Each account established and maintained by the Company with respect to receipts on the Mortgage Loans and REO Property in accordance with Section 5.01 hereof or by the related Servicer in accordance with the related Servicing Agreement.
 
PUD: A Planned Unit Development.
 
Purchase Price: With respect to any Mortgage Loan (x) required to be repurchased by the Seller pursuant to Section 2.02 or 2.03 hereof or (y) that EMC has a right to purchase pursuant to Section 4.21 hereof, an amount equal to the sum of (i) 100% of the outstanding principal balance of the Mortgage Loan as of the date of such purchase plus (ii) accrued interest thereon at the applicable Mortgage Rate through the first day of the month in which the Purchase Price is to be distributed to Certificateholders, reduced by any portion of the Servicing Fee, Servicing Advances and Advances payable to the purchaser of the Mortgage Loan plus and (iii) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any predatory lending laws.
 
Rating Agency: Each of Moody’s and S&P. If any such organization or its successor is no longer in existence, “Rating Agency” shall be a nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Trustee. References herein to a given rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.
 
Realized Loss: With respect to each Mortgage Loan as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid principal balance of such Mortgage Loan as of the commencement of the calendar month in which the Final Recovery Determination was made, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor through the end of the calendar month in which such Final Recovery Determination was made, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on such Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date during such calendar month, minus (iii) the proceeds, if any, received in respect of such Mortgage Loan during the calendar month in which such Final Recovery Determination was made, net of amounts that are payable therefrom to the Company pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement. In addition, to the extent the Company, the related Servicer or the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are distributed to any Class of Certificates or applied to increase Excess Spread on any Distribution Date.
 
With respect to any REO Property as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid principal balance of the related Mortgage Loan as of the date of acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor in respect of the related Mortgage Loan through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on the related Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of the related Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such Final Recovery Determination was made, minus (iv) the aggregate of all unreimbursed Advances and Servicing Advances.
 
With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
 
With respect to each Mortgage Loan which has become the subject of a Debt Service Reduction, the portion, if any, of the reduction in each affected Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a court of competent jurisdiction. Each such Realized Loss shall be deemed to have been incurred on the Due Date for each affected Monthly Payment.
 
Record Date: With respect to any Distribution Date and the Certificates (other than the Class C, Class P and Residual Certificates), so long as such Classes of Certificates are Book-Entry Certificates, the Business Day preceding such Distribution Date, and otherwise, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs. With respect to the Class C, Class P Certificates and Residual Certificates, so long as such Classes of Certificates remain non Book-Entry Certificates, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs.
 
Reference Banks: Shall mean leading banks selected by the Securities Administrator and engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) which have been designated as such by the Securities Administrator and (iii) which are not controlling, controlled by, or under common control with, the Depositor, the Seller or the Master Servicer.
 
Reference Bank Rate: With respect to any Interest Accrual Period shall mean the arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%, of the offered rates for United States dollar deposits for one month that are quoted by the Reference Banks as of 11:00 a.m., New York City time, on the related Interest Determination Date to prime banks in the London interbank market for a period of one month in an amount approximately equal to the aggregate Certificate Principal Balance of the LIBOR Certificates for such Interest Accrual Period, provided that at least two such Reference Banks provide such rate. If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%, of the rates quoted by one or more major banks in New York City, selected by the Securities Administrator, as of 11:00 a.m., New York City time, on such date for loans in United States dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the LIBOR Certificates for such Interest Accrual Period.
 
Regular Certificate: Any Certificate other than a Residual Certificate.
 
Regular Interest: A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.
 
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
Relief Act: The Servicemembers Civil Relief Act, as amended, or any similar state or local law.
 
Relief Act Interest Shortfall: With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended Due Period as a result of the application of the Relief Act.
 
Remaining Excess Spread: With respect to any Distribution Date, the Excess Spread less any Extra Principal Distribution Amount, in each case for such Distribution Date.
 
REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
 
REMIC I: The segregated pool of assets described in the Preliminary Statement and Section 6.07(a).
 
REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
 
REMIC I Interest Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest AA minus the Marker Rate, divided by (b) 12.
 
REMIC I Overcollateralization Amount: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest P) minus (ii) the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is a Corresponding Interest, in each case, as of such date of determination.
 
REMIC I Overcollateralization Target Amount: 1.00% of the Overcollateralization Target Amount.
 
REMIC I Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is a Corresponding Interest and the denominator of which is the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is a Corresponding Interest and REMIC I Regular Interest ZZ.
 
REMIC I Regular Interest ZZ Maximum Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest ZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization Amount, in each case for such Distribution Date, over (ii) the Uncertificated Accrued Interest on each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is a Corresponding Interest for the purpose of this calculation for such Distribution Date, with the rate on each such REMIC I Regular Interest subject to a cap equal to the Uncertificated REMIC II Pass-Through Rate for the Corresponding Interest; provided, however, that solely for this purpose, the related cap with respect to each REMIC I Regular Interest (other than REMIC I Regular Interests A-1 and P) for which a REMIC II Regular Interest is a Corresponding Interest shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period.
 
REMIC II: The segregated pool of assets described in the Preliminary Statement consisting of the REMIC I Regular Interests
 
REMIC II Interests: The REMIC II Regular Interests and the Class R-2 Certificates..
 
REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC II Regular Interests are set forth in the Preliminary Statement hereto.
 
REMIC II Regular Interest C Distribution Amount: With respect to any Distribution Date, the sum of (i) the Uncertificated Accrued Interest for REMIC II Regular Interest C for such Distribution Date, (ii) any Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries not distributed to the Class A, Class M and Class B Certificates on such Distribution Date; provided, however, that on and after the Distribution Date on which the Certificate Principal Balances of the Class A, Class M and Class B Certificates have been reduced to zero, the REMIC II Regular Interest C Distribution Amount shall include the Overcollateralization Amount.
 
REMIC III: The segregated pool of assets described in the Preliminary Statement consisting of the REMIC II Regular Interests.
 
REMIC IV: The segregated pool of assets consisting of the Class C Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class C Certificates and the Class RX Certificates (in respect of the Class R-4 Interest), with respect to which a separate REMIC election is to be made.
 
REMIC V: The segregated pool of assets consisting of the Class P Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class P Certificates and the Class RX Certificates (in respect of the Class R-5 Interest), with respect to which a separate REMIC election is to be made.
 
REMIC Opinion: Shall mean an Opinion of Counsel to the effect that the proposed action will not have an adverse effect on any REMIC created hereunder.
 
REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time, as well as provisions of applicable state laws.
 
REMIC Regular Interests: The REMIC I Regular Interests and REMIC II Regular Interests.
 
Remittance Date: Shall mean (i) with respect to the Company, the 23rd calendar day of each month or, if such day is not a Business Day, the Business Day immediately preceding the 23rd day of each month, and (ii) with respect to the related Servicer, the date specified in the related Servicing Agreement.
 
Remittance Report: As defined in Section 6.04(g).
 
REO Imputed Interest: As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I, one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan, if appropriate) as of the close of business on the Distribution Date in such calendar month.
 
REO Property: A Mortgaged Property acquired by the Company or the related Servicer through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.
 
Replacement Mortgage Loan: A Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller for a Deleted Mortgage Loan, which must, on the date of such substitution, as confirmed in a Request for Release, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a fixed Mortgage Rate not less than or more than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or higher credit quality characteristics than that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have a remaining term to maturity no greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (vi) not permit conversion of the Mortgage Rate from a fixed rate to a variable rate; (vii) have the same lien priority as the Deleted Mortgage Loan; (viii) constitute the same occupancy type as the Deleted Mortgage Loan or be owner occupied; and (ix) comply with each representation and warranty set forth in Section 2.03 hereof.
 
Reportable Event: As defined in Section 4.18.
 
Repurchase Price: With respect to each Mortgage Loan, a price equal to (i) the outstanding principal balance of such Mortgage Loan, plus (ii) interest on such outstanding principal balance at the Mortgage Rate (net of the Servicing Fee Rate) from the last date through which interest has been paid to the end of the month of repurchase, less (iii) amounts advanced by the Company or the related Servicer in respect of such repurchased Mortgage Loan which are being held in the Distribution Account for remittance to the Securities Administrator plus (iv) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any anti-predatory lending laws.
 
Request for Release: The Request for Release to be submitted by the Seller, the Company, the related Servicer or the Master Servicer to the Custodian substantially in the form of Exhibit G. Each Request for Release furnished to the Custodian by the Seller, the Company, the related Servicer or the Master Servicer shall be in duplicate and shall be executed by an officer of such Person or a Servicing Officer (or, if furnished electronically to the Custodian, shall be deemed to have been sent and executed by an officer of such Person or a Servicing Officer) of the Company or the related Servicer, as applicable.
 
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement or the related Servicing Agreement.
 
Reserve Fund: Shall mean the separate trust account created and maintained by the Securities Administrator pursuant to Section 6.08 hereof.
 
Reserve Fund Deposit: With respect to the Reserve Fund, an amount equal to $5,000, which the Depositor shall initially deposit into the Reserve Fund pursuant to Section 6.08 hereof.
 
Residual Certificates: The Class R-1, Class R-2, Class R-3 and Class RX Certificates, each evidencing the sole class of Residual Interests in the related REMIC.
 
Residual Interest: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.
 
Responsible Officer: With respect to the Trustee, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, or any Trust Officer with specific responsibility for the transactions contemplated hereby, any other officer customarily performing functions similar to those performed by any of the above designated officers or other officers of the Trustee specified by the Trustee, as to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
 
S&P: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
 
Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan.
 
Securities Act: The Securities Act of 1933, as amended.
 
Securities Administrator: Wells Fargo Bank, National Association, in its capacity as securities administrator, transfer agent and paying agent hereunder, and its successors and assigns.
 
Securities Administrator Information: As defined in Section 4.18(c).
 
Seller: EMC in its capacity as seller of the Mortgage Loans to the Depositor.
 
Senior Certificates: Any of the Class A-1, Class A-2 and Class A-3 Certificates
 
Servicer: Any of EMC, American Home and HSBC and their successors and assigns.
 
Servicing Advances: All customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable legal fees) incurred in the performance by the Company or the related Servicer of its servicing obligations hereunder or under the related Servicing Agreement, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, and including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered in the MERS® System, (iii) the management and liquidation of any REO Property (including, without limitation, realtor’s commissions) and (iv) compliance with any obligations under Section 3.07 hereof to cause insurance to be maintained.
 
Servicing Agreement: Any of the American Home Servicing Agreement or the HSBC Servicing Agreement.
 
Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time, or those Servicing Criteria otherwise mutually agreed to by EMC, the Master Servicer, the Trustee and the applicable Servicer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit N.

Servicing Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of the Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs.
 
Servicing Fee Rate: 0.250% per annum.
 
Servicing Modification: With respect to any Mortgage Loan that is in default or, in the reasonable judgment of the Company or the related Servicer, as to which default is reasonably foreseeable, any modification which is effected by the Company or the related Servicer in accordance with the terms of this Agreement or the related Servicing Agreement which results in any change in the outstanding Stated Principal Balance, any change in the Mortgage Rate or any extension of the term of such Mortgage Loan.
 
Servicing Officer: Any officer of the Company or the related Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans (i) in the case of the Company, whose name and facsimile signature appear on a list of servicing officers furnished to the Trustee by the Company on the Closing Date pursuant to this Agreement, as such list may from time to time be amended and (ii) in the case of the related Servicer, as to which evidence reasonably acceptable to the Trustee, as applicable, of due authorization, by such party has been furnished from time to time to the Trustee.
 
Sponsor: EMC Mortgage Corporation, a Delaware corporation, and its successors and assigns, in its capacity as sponsor.
 
Startup Day: The Startup Day for each REMIC formed hereunder shall be the Closing Date.
 
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property and any Distribution Date, the Cut-off Date Principal Balance thereof minus the sum of (i) the principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each Due Period ending prior to such Distribution Date (and irrespective of any delinquency in their payment), (ii) all Principal Prepayments with respect to such Mortgage Loan received prior to or during the related Prepayment Period, and all Liquidation Proceeds to the extent applied by the Company or the related Servicer as recoveries of principal in accordance with Section 3.09 or the related Servicing Agreement with respect to such Mortgage Loan, that were received by the Company or the related Servicer as of the close of business on the last day of the Prepayment Period related to such Distribution Date and (iii) any Realized Losses on such Mortgage Loan incurred during the related Prepayment Period. The Stated Principal Balance of a Liquidated Loan equals zero.
 
Stepdown Date: The later to occur of (a) the Distribution Date in July 2009 and (b) the first Distribution Date on which the Current Specified Enhancement Percentage is greater than or equal to 14.70%.
 
Subordinated Certificates: The Class M, Class B, Class C and Residual Certificates.
 
Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer or any Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 6.05) or surplus amounts held by the Master Servicer and the related Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically related to a Mortgage Loan that was the subject of a liquidation or final disposition of any REO Property prior to the related Prepayment Period that resulted in a Realized Loss.
 
Subservicing Agreement: Any agreement entered into between the Company and a subservicer with respect to the subservicing of any Mortgage Loan hereunder by such subservicer.
 
Substitution Adjustment Amount: The meaning ascribed to such term pursuant to Section 2.03(d).
 
Successor Master Servicer: The meaning ascribed to such term pursuant to Section 9.01.
 
Tax Matters Person: The person designated as “tax matters person” in the manner provided under Treasury Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the greatest Percentage Interest in a Class of Residual Certificates shall be the Tax Matters Person for the related REMIC. The Securities Administrator or any successor thereto or assignee thereof shall serve as tax administrator hereunder and as agent for the related Tax Matters Person.
 
Transfer Affidavit: As defined in Section 7.02(c).
 
Transfer: Any direct or indirect transfer or sale of any Ownership Interest in a Certificate.
 
Trigger Event: With respect to any Distribution Date, a Trigger Event exists if (i) a Delinquency Event shall have occurred and be continuing or (ii) the aggregate amount of Realized Losses on the Mortgage Loans since the Cut-off Date as a percentage of the aggregate Cut-off Date Principal Balance of the Mortgage Loans exceeds the applicable percentages set forth below with respect to such Distribution Date:
 
Distribution Date
Percentage
   
July 2009 to June 2010
0.60% with respect to July 2009, plus an additional 1/12th of the difference between 1.05% and 0.60% for each month thereafter
July 2010 to June 2011
1.05% with respect to July 2010, plus an additional 1/12th of the difference between 1.45% and 1.05% for each month thereafter
July 2011 to June 2012
1.45% with respect to July 2011, plus an additional 1/12th of the difference between 1.75% and 1.45% for each month thereafter
July 2012 and thereafter
1.75%

 
Trust or Trust Fund: The corpus of the trust created hereunder consisting of (i) the Mortgage Loans and all interest accruing and principal due with respect thereto after the Cut-off Date to the extent not applied in computing the Cut-off Date Principal Balance thereof; (ii) the Class P Certificate Account, the Reserve Fund, the Class A-1/A-2/A-3 Net WAC Reserve Account, the Distribution Account maintained by the Securities Administrator and the Protected Accounts maintained by the Company and the Servicers and all amounts deposited therein pursuant to the applicable provisions of this Agreement and the Servicing Agreements; (iii) property that secured a Mortgage Loan and has been acquired by foreclosure, deed in lieu of foreclosure or otherwise; (iv) the mortgagee’s rights under the Insurance Policies with respect to the Mortgage Loans; (v) the Servicing Agreements and the Assignment Agreements; (vi) the rights under the Mortgage Loan Purchase Agreement; and (vii) all proceeds of the foregoing, including proceeds of conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property. The Reserve Fund, the Class A-1/A-2/A-3 Net WAC Reserve Account and Prepayment Charge Waiver Amounts shall not be included in REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V.
 
Trustee: U.S. Bank National Association, a national banking association, as trustee for the benefit of the Certificateholders under this Agreement, and any successor thereto, and any corporation or national banking association resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee as may from time to time be serving as successor trustee hereunder.
 
Uncertificated Accrued Interest: With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through Rate on the Uncertificated Principal Balance or Uncertificated Notional Amount, as applicable, of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC Regular Interests as set forth in Section 1.02).
 
Uncertificated Notional Amount: With respect to REMIC II Regular Interest C and any Distribution Date, an amount equal to the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest P) for such Distribution Date.
 
With respect to the Class C Interest and any Distribution Date, an amount equal to the Uncertificated Notional Amount of the REMIC II Regular Interest C for such Distribution Date.
 
With respect to the Regular Interest the ownership of which is represented by the Class A-2 Certificates, an amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest A-1.
 
Uncertificated Principal Balance: With respect to each REMIC Regular Interest and the Class P Interest, the principal amount of such REMIC Regular Interest and Class P Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest, Class C Interest and Class P Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated principal balance. On each Distribution Date, the Uncertificated Principal Balance of the REMIC Regular Interests (other than REMIC II Regular Interest C) and Class P Interest shall be reduced by all distributions of principal made on such REMIC Regular Interests and Class P Interest on such Distribution Date pursuant to Section 6.07 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 6.05, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by interest deferrals as provided in Section 6.07(b)(i). The Uncertificated Principal Balance of each REMIC Regular Interest, Class P Interest and Class C Interest shall never be less than zero. With respect to the REMIC II Regular Interest C as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A, Class M, Class B and Class P Certificates then outstanding. With respect to the Class C Interest as of any date of determination, an amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest C.
 
Uncertificated REMIC I Pass-Through Rate: With respect to any REMIC I Regular Interest (other than REMIC I Regular Interest P) and any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first day of the related Due Period, weighted on the basis of the Stated Principal Balances thereof as of the first day of the related Due Period. With respect to REMIC I Regular Interest P and any Distribution Date, 0.00% per annum.
 
Uncertificated REMIC II Pass-Through Rate: With respect to any Distribution Date and each REMIC II Regular Interest other than REMIC II Regular Interest C, REMIC II Regular Interest P and REMIC II Regular Interest A-1, a rate per annum equal to the Pass-Through Rate for the Class of Corresponding Certificates for such Distribution Date; provided, however, that for this purpose the Net Rate Cap with respect to each such Class of Corresponding Certificates shall be equal to the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC I Regular Interest, for such Distribution Date.
 
With respect to REMIC II Regular Interest A-1 and (i) any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (a) 6.50% per annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC I Regular Interest, for such Distribution Date, and (ii) any Distribution Date thereafter, the lesser of (a) 7.00% per annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC I Regular Interest, for such Distribution Date.
 
With respect to REMIC II Regular Interest C, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amount determined for each REMIC I Regular Interest (other than REMIC I Regular Interest P) equal to the product of (x) the excess, if any, of the Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest over the Marker Rate and (y) a notional amount equal to the Uncertificated Principal Balance of such REMIC I Regular Interest, and the denominator of which is the aggregate Uncertificated Principal Balance of such REMIC I Regular Interests.
 
With respect to REMIC II Regular Interest P, 0.00% per annum.
 
Uncertificated REMIC III Pass-Through Rate: With respect to the Regular Interest the ownership of which is represented by the Class A-1 Certificates and any Distribution Date, a rate equal to the least of (A) One-Month LIBOR plus 0.25% per annum, (B) 8.00% per annum and (C) the product of (x) the weighted average of the Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest A-1 for such Distribution Date, weighted on the basis of the Uncertificated Principal Balance of such REMIC II Regular Interest, and (y) the quotient of (1) 1 over (2) 81.2500185758146000%.

With respect to the Regular Interest the ownership of which is represented by the Class A-3 Certificates and any Distribution Date, a rate equal to the least of (A) One-Month LIBOR plus 0.25% per annum, (B) 8.00% per annum and (C) the product of (x) the weighted average of the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest A-1 for such Distribution Date, weighted on the basis of the Uncertificated Principal Balance of such REMIC II Regular Interest, and (y) the quotient of (1) 1 over (2) 81.2500185758146000%.

With respect to the Regular Interest the ownership of which is represented by the Class A-2 Certificates and any Distribution Date, a rate equal to the excess, if any, of (A) the Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest A-1 over (B) the least of (x) the product of (1) One-Month LIBOR plus 0.25% per annum and (2) 81.2500185758146000%, (y) the product of (1) 8.00% per annum and (2) 81.2500185758146000%, and (z) the weighted average of the the Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest A-1 for such Distribution Date, weighted on the basis of the Uncertificated Principal Balance of such REMIC II Regular Interest.
 
Unpaid Realized Loss Amount: With respect to any Class A Certificates and as to any Distribution Date, is the excess of Applied Realized Loss Amounts with respect to such Class over the sum of all distributions in reduction of the Applied Realized Loss Amounts on all previous Distribution Dates. Any amounts distributed to the Class A Certificates in respect of any Unpaid Realized Loss Amount shall not be applied to reduce the Certificate Principal Balance of such Class.
 
Voting Rights: The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions hereunder. Voting Rights shall be allocated (i) 92% to the Class A, Class M and Class B Certificates, (ii) 3% to the Class C Certificates until paid in full, and (iii) 1% to each of the Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates, with the allocation among the Certificates (other than the Class C and Residual Certificates) to be in proportion to the Certificate Principal Balance of each Class relative to the Certificate Principal Balance of all other such Classes. Voting Rights will be allocated among the Certificates of each such Class in accordance with their respective Percentage Interests.
 
Section 1.02 Allocation of Certain Interest Shortfalls. 
 
For purposes of calculating the amount of Current Interest for the Class A, Class M, Class B and Class C Certificates for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to the Class C Interest based on, and to the extent of, one month’s interest otherwise distributable thereto and, thereafter, among the Class A, Class M and Class B Certificates, in each case on a pro rata basis, based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rates on the respective Certificate Principal Balances of each such Certificate.
 
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests (other than REMIC I Regular Interest P) for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC I Regular Interest AA, each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is the Corresponding Interest and REMIC I Regular Interest ZZ, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated Principal Balances of each such REMIC I Regular Interest.
 
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests (other than REMIC II Regular Interest P) for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Company pursuant to the Pooling and Servicicing Agreement, the related Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among such REMIC II Regular Interests in the same manner and priority as such amounts are allocable to the Corresponding Certificates and, in the case of REMIC II Regular Interest C, to the Class C Interest; provided, however, that solely for purposes of allocating such shortfalls to such REMIC II Regular Interests, any such shortfalls allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates.
 




ARTICLE II
 

CONVEYANCE OF TRUST FUND
REPRESENTATIONS AND WARRANTIES
 
Section 2.01 Conveyance of Trust Fund. 
 
Pursuant to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned, set over and otherwise conveyed to the Depositor, without recourse, all the right, title and interest of the Seller in and to the assets in the Trust Fund.
 
The Seller has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement and has agreed to take the actions specified herein.
 
The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders without recourse, all the right, title and interest of the Depositor in and to the Trust Fund.

In connection with such sale, the Depositor has delivered to, and deposited with, the Trustee or the Custodian, as its agent, the following documents or instruments with respect to each Mortgage Loan so assigned: (i) the original Mortgage Note, including any riders thereto, endorsed without recourse (A) in blank or to the order of “U.S. Bank National Association, as Trustee for Certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset Backed Certificates, Series 2006-AC4”, or (B) in the case of a loan registered on the MERS system, in blank and in each case showing to the extent available to the Seller an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee, (ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form), (iii) unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to the Trustee of the Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National Association, as Trustee for Certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset Backed Certificates, Series 2006-AC4,” which shall have been recorded (or if clause (x) in the proviso below applies, shall be in recordable form) (iv) an original or a copy of all intervening assignments of the Mortgage, if any, to the extent available to the Seller, with evidence of recording thereon, (v) the original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance, if available, or a copy thereof, or, in the event that such original title insurance policy is unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related Mortgaged Property and (vi) originals or copies of all available assumption, modification or substitution agreements, if any; provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) if any Mortgage, assignment thereof to the Trustee or intervening assignments thereof have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Depositor may deliver a true copy thereof with a certification by the Seller or the title company issuing the commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording”; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans identified in the list set forth in Exhibit I, the Depositor may deliver a lost note affidavit and indemnity and a copy of the original note, if available; and provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, may deliver to the Trustee and its Custodian a certification of a Servicing Officer to such effect and in such case shall deposit all amounts paid in respect of such Mortgage Loans, in the Distribution Account on the Closing Date. In the case of the documents referred to in clause (x) above, the Depositor shall deliver such documents to the Trustee or its Custodian promptly after they are received. The Seller shall cause, at its expense, the Mortgage and intervening assignments, if any, and to the extent required in accordance with the foregoing, the assignment of the Mortgage to the Trustee to be submitted for recording promptly after the Closing Date provided that the Seller need not cause to be recorded any assignment (a) in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel addressed to the Trustee delivered by the Seller to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as mortgagee of record solely as nominee for Seller and its successors and assigns. In the event that the Seller, the Depositor or the Master Servicer gives written notice to the Trustee that a court has recharacterized the sale of the Mortgage Loans as a financing, the Seller shall submit or cause to be submitted for recording as specified above or, should the Seller fail to perform such obligations, the Master Servicer shall cause each such previously unrecorded assignment to be submitted for recording as specified above at the expense of the Trust. In the event a Mortgage File is released to the Company or the Servicer as a result of such Person having completed a Request for Release, the Custodian shall, if not so completed, complete the assignment of the related Mortgage in the manner specified in clause (iii) above.
 
In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Seller further agrees that it will cause, at the Seller’s own expense, within 30 days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Depositor and by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Company, any Servicer or the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement or the Mortgage Loan Purchase Agreement.
 
Section 2.02 Acceptance of the Mortgage Loans. 
 
(a) Based on the Initial Certification received by it from the Custodian, the Trustee acknowledges receipt of, subject to the further review and exceptions reported by the Custodian pursuant to the procedures described below, the documents (or certified copies thereof) delivered to the Trustee or the Custodian on its behalf pursuant to Section 2.01 and declares that it holds and will continue to hold directly or through a custodian those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Fund delivered to it in trust for the use and benefit of all present and future Holders of the Certificates. On the Closing Date, the Trustee or the Custodian on its behalf will deliver the Seller, the Trustee an Initial Certification confirming whether or not it has received the Mortgage File for each Mortgage Loan, but without review of such Mortgage File, except to the extent necessary to confirm whether such Mortgage File contains the original Mortgage Note or a lost note affidavit and indemnity in lieu thereof. No later than 90 days after the Closing Date, the Trustee or the Custodian on its behalf shall, for the benefit of the Certificateholders, review each Mortgage File delivered to it and execute and deliver to the Seller and, if reviewed by the Custodian, the Trustee, an Interim Certification. In conducting such review, the Trustee or the Custodian on its behalf will ascertain whether all required documents have been executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Agreement, as supplemented (provided, however, that with respect to those documents described in subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only to documents actually delivered pursuant to such subclauses). In performing any such review, the Trustee and the Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian on its behalf finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian on its behalf shall include such information in the exception report. The Seller shall correct or cure any such defect or, if prior to the end of the second anniversary of the Closing Date, the Seller may substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion of Counsel addressed to the Trustee to the effect that such defect does not materially or adversely affect the interests of the Certificateholders in such Mortgage Loan within 60 days from the date of notice from the Trustee of the defect and if the Seller fails to correct or cure the defect or deliver such opinion within such period, the Seller will, subject to Section 2.03, within 90 days from the notification of the Trustee purchase such Mortgage Loan at the Purchase Price; provided, however, that if such defect relates solely to the inability of the Seller to deliver the Mortgage, assignment thereof to the Trustee, or intervening assignments thereof with evidence of recording thereon because such documents have been submitted for recording and have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such documents promptly upon receipt, but in no event later than 360 days after the Closing Date.
 
(b) No later than 180 days after the Closing Date, the Trustee or the Custodian on its behalf will review, for the benefit of the Certificateholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and, if reviewed by the Custodian, to the Trustee, a Final Certification. In conducting such review, the Trustee or the Custodian on its behalf will ascertain whether each document required to be recorded has been returned from the recording office with evidence of recording thereon and the Trustee or the Custodian on its behalf has received either an original or a copy thereof, as required in Section 2.01 (provided, however, that with respect to those documents described in subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only to documents actually delivered pursuant to such subclauses). If the Trustee or the Custodian on its behalf finds any document with respect to a Mortgage Loan has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian on its behalf shall note such defect in the exception report attached to the Final Certification and shall promptly notify the Seller. The Seller shall correct or cure any such defect or, if prior to the end of the second anniversary of the Closing Date, the Seller may substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion of Counsel addressed to the Trustee to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan within 60 days from the date of notice from the Trustee of the defect and if the Seller is unable within such period to correct or cure such defect, or to substitute the related Mortgage Loan with a Replacement Mortgage Loan or to deliver such opinion, the Seller shall, subject to Section 2.03, within 90 days from the notification of the Trustee, purchase such Mortgage Loan at the Purchase Price; provided, however, that if such defect relates solely to the inability of the Seller to deliver the Mortgage, assignment thereof to the Trustee or intervening assignments thereof with evidence of recording thereon, because such documents have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan, if the Seller delivers such documents promptly upon receipt, but in no event later than 360 days after the Closing Date.
 
(c) In the event that a Mortgage Loan is purchased by the Seller in accordance with subsections 2.02(a) or (b) above or Section 2.03, the Seller shall remit the applicable Purchase Price to the Securities Administrator, for deposit in the Distribution Account and shall provide written notice to the Trustee detailing the components of the Purchase Price, signed by a Servicing Officer. Upon deposit of the Purchase Price in the Distribution Account and upon receipt of a Request for Release with respect to such Mortgage Loan, the Trustee or the Custodian will release to the Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty furnished to it by the Seller, as are necessary to vest in the Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the deposit into the Distribution Account was made. The Trustee shall promptly notify the Rating Agencies of such repurchase. The obligation of the Seller to cure, repurchase or substitute for any Mortgage Loan as to which a defect in a constituent document exists shall be the sole remedies respecting such defect available to the Certificateholders or to the Trustee on their behalf.
 
(d) The Seller shall deliver to the Trustee or the Custodian on its behalf, and Trustee agrees to accept the Mortgage Note and other documents constituting the Mortgage File with respect to any Replacement Mortgage Loan, which the Trustee or the Custodian will review as provided in subsections 2.02(a) and 2.02(b), provided, that the Closing Date referred to therein shall instead be the date of delivery of the Mortgage File with respect to each Replacement Mortgage Loan.
 
Section 2.03 Representations, Warranties and Covenants of the Company, the Master Servicer and the Seller. 
 
(a) The Company hereby represents and warrants to the Master Servicer, the Depositor, the Securities Administrator and the Trustee as follows, as of the Closing Date:
 
(i) It is duly organized and is validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by it in any state in which a Mortgaged Property related to an EMC Mortgage Loan is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each EMC Mortgage Loan, to service the EMC Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
 
(ii) It has the full corporate power and authority to service each EMC Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement; assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
 
(iii) The execution and delivery of this Agreement by it, the servicing of the EMC Mortgage Loans by it under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in its ordinary course of business and will not (A) result in a breach of any term or provision of its charter or by-laws or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or (C) constitute a violation of any statute, order or regulation applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; and it is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair its ability to perform or meet any of its obligations under this Agreement.
 
(iv) It is an approved servicer of conventional mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act.
 
(v) No litigation is pending or, to the best of its knowledge, threatened, against it that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to service the EMC Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof.
 
(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for its execution, delivery and performance of, or compliance with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, it has obtained the same.
 
(vii) The Company has delivered to the Depositor and the Master Servicer financial statements of its parent, for its last two complete fiscal years. All such financial information fairly presents the pertinent results of operations and financial position for the period identified and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or assets of the Company since the date of the Company’s financial information that would have a material adverse effect on its ability to perform its obligations under this Agreement.
 
(b) The Company hereby covenants to the Master Servicer, the Depositor, the Securities Administrator and the Trustee as follows, as of the Closing Date:
 
(i) As of the Closing Date and except as has been otherwise disclosed to the Master Servicer and the Depositor, or disclosed in any public filing: (1) no default or servicing related performance trigger has occurred as to any other Pass-Through Transfer due to any act or failure to act of the Company; (2) no material noncompliance with applicable servicing criteria as to any other Pass-Through Transfer has occurred, been disclosed or reported by the Company; (3) the Company has not been terminated as servicer in a residential mortgage loan Pass-Through Transfer, either due to a servicing default or to application of a servicing performance test or trigger; (4) no material changes to the Company’s servicing policies and procedures for similar loans have occurred in the preceding three years; (5) there are no aspects of the Company’s financial condition that could have a material adverse impact on the performance by the Company of its obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against the Company that could be material to investors in the securities issued in such Pass-Through Transfer; and (7) there are no affiliations, relationships or transactions relating to the Company of a type that are described under Item 1119 of Regulation AB.
 
(ii) If so requested by the Depositor or the Master Servicer on any date, the Company shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in clause (b)(i) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.
 
(iii) As a condition to the succession to the Company or any subservicer as servicer or subservicer under this Agreement by any Person (i) into which the Company or such subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Company or any subservicer, the Company shall provide to the Master Servicer and the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Master Servicer and the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Master Servicer and the Depositor, all information reasonably requested by the Master Servicer or the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
 
(c) Wells Fargo Bank, National Association, in its capacity as Master Servicer and Securities Administrator hereby represents and warrants to the Seller, the Depositor, the Trustee as follows, as of the Closing Date:
 
(i) It is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer and the Securities Administrator in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof or thereof;
 
(ii) It has the full corporate power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement; and this, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
 
(iii) The execution and delivery of this Agreement by it, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in its ordinary course of business and will not (A) result in a material breach of any term or provision of its charter or by-laws or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; and it is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair its ability to perform or meet any of its obligations under this Agreement.
 
(iv) No litigation is pending or, to the best of its knowledge, threatened, against it that would materially and adversely affect the execution, delivery or enforceability of this Agreement or its ability to perform any of its other obligations under this Agreement in accordance with the terms hereof.
 
(v) No consent, approval, authorization or order of any court or governmental agency or body is required for its execution, delivery and performance of, or compliance with, this Agreement or the consummation of the transactions contemplated hereby or thereby, or if any such consent, approval, authorization or order is required, it has obtained the same.
 
(d) The Seller hereby represents and warrants to the Depositor, the Securities Administrator, the Master Servicer and the Trustee as follows, as of the Closing Date:
 
(i) The Seller is duly organized as a Delaware corporation and is validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement and to be conducted by the Seller in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to sell the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof or thereof.
 
(ii) The Seller has the full corporate power and authority to sell each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Seller the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto or thereto, as applicable, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
 
(iii) The execution and delivery of this Agreement by the Seller, the sale of the Mortgage Loans by the Seller under the Mortgage Loan Purchase Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof and thereof are in the ordinary course of business of the Seller and will not (A) result in a breach of any term or provision of the charter or by-laws of the Seller or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Seller is a party or by which it may be bound, or (C) constitute a violation of any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and the Seller is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Seller’s ability to perform or meet any of its obligations under this Agreement.
 
(iv) The Seller is an approved seller of conventional mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act.
 
(v) No litigation is pending or, to the best of the Seller’s knowledge, threatened, against the Seller that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Seller to sell the Mortgage Loans or to perform any of its other obligations under this Agreement in accordance with the terms hereof or thereof.
 
(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated hereby or thereby, or if any such consent, approval, authorization or order is required, the Seller has obtained the same.
 
(vii) As of the Closing Date, the representations and warranties concerning the Mortgage Loans set forth in Section 7 of the Mortgage Loan Purchase Agreement are true and correct in all material respects.
 
(e) Upon discovery by any of the parties hereto of a breach of a representation or warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice thereof to the other parties of this Agreement. The Seller hereby covenants with respect to the representations and warranties set forth in Section 7 of the Mortgage Loan Purchase Agreement, that within 90 days of the discovery of a breach of any representation or warranty set forth therein that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, it shall cure such breach in all material respects and, if such breach is not so cured, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Replacement Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below; provided that, any such substitution pursuant to (i) above or repurchase pursuant to (ii) above shall not be effected prior to the delivery to the Trustee, the Securities Administrator of an Opinion of Counsel if required by Section 2.05 hereof and any such substitution pursuant to (i) above shall not be effected prior to the additional delivery to the Custodian of a Request for Release. The Seller shall, or cause the related Servicer to, furnish to the Securities Administrator and the Trustee the Officer’s Certificate required under Section 2.03(e) relating to such cure. The Trustee shall give prompt written notice to the parties if it does not receive such Officer’s Certificate from the Seller or the related Servicer certifying as to the cure of the breached representation or warranty within 90 days of its receipt (or giving, as the case may be) or the notice of discovery of the breach, as referenced above. The Seller shall promptly reimburse the Trustee for any expenses reasonably incurred by the Trustee in respect of enforcing the remedies for such breach. To enable the Seller to amend the Mortgage Loan Schedule, the Seller shall, unless it cures such breach in a timely fashion pursuant to this Section 2.03, promptly notify the Trustee whether it intends either to repurchase, or to substitute for, the Mortgage Loan affected by such breach. With respect to the representations and warranties in Section 7 of the Mortgage Loan Purchase Agreement that are made to the best of the Seller’s knowledge, if it is discovered by any of the Depositor, the Master Servicer, the Seller, the Securities Administrator, the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation or warranty, the Seller shall nevertheless be required to cure, substitute for or repurchase the affected Mortgage Loan in accordance with the foregoing.
 
With respect to any Replacement Mortgage Loan or Loans, the Seller shall deliver to the Trustee for the benefit of the Certificateholders such documents and agreements as are required by Section 2.01. No substitution shall be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date on which such proceeds are to be distributed shall not be part of the Trust Fund and shall be retained by the Seller. For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for the related Due Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Seller shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Replacement Mortgage Loan or Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Trustee, the Master Servicer, the Securities Administrator and the Custodian. Upon such substitution, the Replacement Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Replacement Mortgage Loan or Loans, as of the date of substitution, the representations and warranties set forth in Section 7 of the Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon any such substitution and the deposit into the Distribution Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph and receipt by the Securities Administrator and the Trustee of a Request for Release for such Mortgage Loan, the Trustee or the Custodian shall release to the Seller the Mortgage File relating to such Deleted Mortgage Loan and held for the benefit of the Certificateholders and the Trustee shall execute and deliver at the Seller’s direction such instruments of transfer or assignment as have been prepared by the Seller, in each case without recourse, representation or warranty as shall be necessary to vest in the Seller, or its respective designee, title to the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.
 
For any month in which the Seller substitutes one or more Replacement Mortgage Loans for a Deleted Mortgage Loan, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all the Replacement Mortgage Loans as of the date of substitution is less than the Stated Principal Balance (after application of the principal portion of the Scheduled Payment due in the month of substitution) of such Deleted Mortgage Loan. An amount equal to the aggregate of such deficiencies, described in the preceding sentence for any Distribution Date (such amount, the “Substitution Adjustment Amount”) shall be deposited into the Distribution Account by the Securities Administrator upon receipt from the Seller delivering such Replacement Mortgage Loan on the Determination Date for the Distribution Date relating to the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder.
 
In the event that the Seller shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited into the Distribution Account maintained by the Securities Administrator, on the Determination Date for the Distribution Date in the month following the month during which the Seller became obligated to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price, the delivery of an Opinion of Counsel if required by Section 2.05 and the receipt of a Request for Release, the Trustee or the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Seller, and the Trustee shall execute and deliver at such Person’s direction the related instruments of transfer or assignment prepared by the Seller, in each case without recourse, representation or warranty as shall be necessary to transfer title from the Trustee for the benefit of the Certificateholders and transfer the Trustee’s interest to the Seller to any Mortgage Loan purchased pursuant to this Section 2.03.
 
In connection with any repurchase or substitution of a Mortgage Loan or the cure of a breach of a representation or warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement pursuant to this Section 2.03, the Seller shall, or cause the related Servicer to, promptly furnish to the Securities Administrator and the Trustee an Officer’s Certificate, signed by a duly authorized officer of the Seller or the related servicer, as the case may be, to the effect that such repurchase, substitution or cure has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such repurchase, substitution or cure have been satisfied, including the delivery to the Securities Administrator of the Purchase Price or Substitution Adjustment Amount, as applicable, for deposit into the Distribution Account, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related Request for Release, on which the Securities Administrator and the Trustee may rely. Solely for purposes of the Securities Administrator providing an Assessment of Compliance, upon receipt of such documentation, the Securities Administrator shall approve such repurchase, substitution or cure, as applicable, and which approval shall consist solely of the Securities Administrator’s receipt of such documentation and deposits. It is understood and agreed that the obligation under this Agreement of the Seller to cure the breach of a representation or warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement or to repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedies against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee.
 
(f) The representations and warranties set forth in Section 2.03 hereof shall survive delivery of the respective Mortgage Loans and Mortgage Files to the Trustee or the Custodian for the benefit of the Certificateholders.
 
Section 2.04 Representations and Warranties of the Depositor. 
 
The Depositor hereby represents and warrants to the Master Servicer, the Securities Administrator and the Trustee as follows, as of the date hereof and as of the Closing Date:
 
(i) The Depositor is duly organized and is validly existing as limited liability company in good standing under the laws of the State of Delaware and has full power and authority necessary to own or hold its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement.
 
(ii) The Depositor has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by all necessary action on its part, the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.
 
(iii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Depositor and will not (A) result in a breach of any term or provision of the organizational documents of the Depositor or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Depositor is a party or by which it may be bound or (C) constitute a violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor’s ability to perform or meet any of its obligations under this Agreement.
 
(iv) No litigation is pending, or, to the best of the Depositor’s knowledge, threatened, against the Depositor that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Depositor to perform its obligations under this Agreement in accordance with the terms hereof.
 
(v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of, or compliance by the Depositor with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same; and
 
(vi)The Depositor has filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Depositor was required to file such reports) and it has been subject to such filing requirements for the past 90 days.
 
The Depositor hereby represents and warrants to the Trustee as of the Closing Date, following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the related Mortgage Notes were subject to no offsets, claims, defenses or counterclaims.
 
It is understood and agreed that the representations and warranties set forth in the immediately preceding paragraph shall survive delivery of the Mortgage Files to the Trustee or the Custodian for the benefit of the Certificateholders. Upon discovery by the Depositor, the Trustee of a breach of such representations and warranties, the party discovering such breach shall give prompt written notice to the others and to each Rating Agency.
 
Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. 
 
(a) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not reasonably foreseeable, no repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Sponsor delivers to the Trustee and the Securities Administrator an Opinion of Counsel, addressed to the Trustee and the Securities Administrator, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “prohibited transactions” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Closing Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee and the Securities Administrator of an Opinion of Counsel addressed to the Trustee and the Securities Administrator to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.
 
(b) Upon discovery by the Depositor, the Seller, the Custodian or the Master Servicer that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within 5 Business Days of discovery) give written notice thereof to the other parties, the Trustee and the Securities Administrator. In connection therewith, the Trustee, or the Custodian on its behalf, shall require the Seller, at the Seller’s option, to either (i) substitute, if the conditions in Section 2.03(d) with respect to substitutions are satisfied, a Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Section 2.03. The Trustee, or the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.
 
Section 2.06 Countersignature and Delivery of Certificates. 
 
(a) The Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, the Securities Administrator has executed, countersigned and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement in accordance with its terms.
 
(b) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the holders of the REMIC II Interests. The Trustee acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC II Interests.
 
(c) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests and the other assets of REMIC III for the benefit of the holders of the Certificates (other than the Class C, Class P and Class R Certificiates), the Class C Interest, the Class P Interest and the Class R-3 Certificates. The Trustee acknowledges receipt of the REMIC II Regular Interests (which are uncertificated) and the other assets of REMIC III and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Certificates (other than the Class C, Class P and Class R Certificiates), the Class C Interest, the Class P Interest and the Class R-3 Certificates.
 
(d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class C Interest for the benefit of the Holders of the Class C Certificates and the Class RX Certificates (in respect of the Class R-4 Interest). The Trustee acknowledges receipt of the Class C Interest (which is uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class C Certificates and the Class RX Certificates (in respect of the Class R-4 Interest).
 
(e) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest for the benefit of the Holders of the Class P Certificates and the Class RX Certificates (in respect of the Class R-5 Interest). The Trustee acknowledges receipt of the Class P Interest (which is uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class RX Certificates (in respect of the Class R-5 Interest).
 
Section 2.07 Purposes and Powers of the Trust. 
 
The purpose of the common law trust, as created hereunder, is to engage in the following activities:
 
(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the proceeds therefrom;
 
(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
 
(c) to make distributions on the Certificates;
 
(d) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and
 
(e) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders.
 
The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.07.
 

 



ARTICLE III
 

ADMINISTRATION AND SERVICING OF
EMC MORTGAGE LOANS BY COMPANY
 
Section 3.01 The Company. 
 
The Company shall service and administer the EMC Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing and administration, the Company shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.03, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders, the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any EMC Mortgage Loan; provided that the Company shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any EMC Mortgage Loan or the rights and interests of the Depositor or the Trustee under this Agreement.
 
Without limiting the generality of the foregoing, the Company, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Company believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the EMC Mortgage Loans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Company shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Company to service and administer the EMC Mortgage Loans. Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to the Company.
 
In accordance with the standards of the first paragraph of this Section 3.01, the Company shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the EMC Mortgage Loans, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 5.04, and further as provided in Section 5.02. All costs incurred by the Company, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties relating to the EMC Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related EMC Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
 
Section 3.02 Due-on-Sale Clauses; Assumption Agreements. 
 
(a) Except as otherwise provided in this Section 3.02, when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Company shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Company is not required to exercise such rights with respect to an EMC Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Company is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Company is authorized, subject to Section 3.02(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Company enters such agreement) by the applicable Required Insurance Policies. The Company, subject to Section 3.02(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Company shall not be deemed to be in default under this Section 3.02(a) by reason of any transfer or assumption that the Company reasonably believes it is restricted by law from preventing.
 
(b) Subject to the Company’s duty to enforce any due-on-sale clause to the extent set forth in Section 3.02(a), in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the related EMC Mortgage Loan, the Company shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of the Scheduled Payment and any other term affecting the amount or timing of payment on the EMC Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the Mortgaged Property must be acceptable to the Company in accordance with its servicing standards as then in effect. The Company shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by the Company for entering into an assumption or substitution of liability agreement shall be retained by the Company as additional servicing compensation.
 
Section 3.03 Subservicers. 
 
The Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of a subservicer shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Company hereunder.
 
At the cost and expense of the Company, without any right of reimbursement from its Protected Account, the Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Company, at the Company’s option, from electing to service the related EMC Mortgage Loans itself. In the event that the Company’s responsibilities and duties under this Agreement are terminated pursuant to Section 9.05, the Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Company. The Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Company’s own funds without reimbursement from the Trust Fund.
 
Notwithstanding the foregoing, the Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
 
Any Subservicing Agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Company alone, and neither the Master Servicer nor the Trustee shall have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Master Servicer or the Trustee to pay such subservicer’s fees and expenses. For purposes of remittances to the Master Servicer pursuant to this Agreement, the Company shall be deemed to have received a payment on an EMC Mortgage Loan when a subservicer has received such payment.
 
Section 3.04 Documents, Records and Funds in Possession of Company To Be Held for Trustee. 
 
Notwithstanding any other provisions of this Agreement, the Company shall transmit to the Trustee as required by this Agreement all documents and instruments in respect of an EMC Mortgage Loan coming into the possession of the Company from time to time and shall account fully to the Trustee for any funds received by the Company or that otherwise are collected by the Company as Liquidation Proceeds or Insurance Proceeds in respect of any such Mortgage Loan. All Mortgage Files and funds collected or held by, or under the control of, the Company in respect of any EMC Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds, including but not limited to, any funds on deposit in the Protected Account maintained by the Company, shall be held by the Company for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee, subject to the applicable provisions of this Agreement. The Company also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the Protected Account maintained by the Company or the Distribution Account or in any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set off against any Mortgage File or any funds collected on, or in connection with, an EMC Mortgage Loan, except, however, that the Company shall be entitled to set off against and deduct from any such funds any amounts that are properly due and payable to the Company under this Agreement.
 
Section 3.05 Maintenance of Hazard Insurance. 
 
The Company shall cause to be maintained, for each EMC Mortgage Loan, hazard insurance on buildings upon, or comprising part of, the Mortgaged Property against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the related Mortgaged Property is located with an insurer which is licensed to do business in the state where the related Mortgaged Property is located. Each such policy of standard hazard insurance shall contain, or have an accompanying endorsement that contains, a standard mortgagee clause. The Company shall also cause flood insurance to be maintained on property acquired upon foreclosure or deed in lieu of foreclosure of any EMC Mortgage Loan, to the extent described below. Pursuant to Section 5.01, any amounts collected by the Company under any such policies (other than the amounts to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in accordance with the Company’s normal servicing procedures) shall be deposited in the Protected Account maintained by the Company. Any cost incurred by the Company in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to the Certificateholders or remittances to the Trustee for their benefit, be added to the principal balance of the Mortgage Loan, notwithstanding that the terms of the EMC Mortgage Loan so permit. Such costs shall be recoverable by the Company out of late payments by the related Mortgagor or out of Liquidation Proceeds to the extent permitted by Section 5.02. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor or maintained on property acquired in respect of a Mortgage other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property is located at the time of origination of the related EMC Mortgage Loan in a federally designated special flood hazard area and such area is participating in the national flood insurance program, the Company shall cause flood insurance to be maintained with respect to such EMC Mortgage Loan. Such flood insurance shall be in an amount equal to the least of (i) the Stated Principal Balance of the related EMC Mortgage Loan, (ii) minimum amount required to compensate for damage or loss on a replacement cost basis or (iii) the maximum amount of such insurance available for the related Mortgaged Property under the Flood Disaster Protection Act of 1973, as amended.
 
In the event that the Company shall obtain and maintain a blanket policy insuring against hazard losses on all of the EMC Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first sentence of this Section 3.05, it being understood and agreed that such policy may contain a deductible clause on terms substantially equivalent to those commercially available and maintained by comparable servicers. If such policy contains a deductible clause, the Company shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with the first sentence of this Section 3.05, and there shall have been a loss that would have been covered by such policy, deposit in the Protected Account maintained by the Company the amount not otherwise payable under the blanket policy because of such deductible clause. Such deposit shall be from the Company’s own funds without reimbursement therefor. In connection with its activities as administrator and servicer of the EMC Mortgage Loans, the Company agrees to present, on behalf of itself, the Depositor and the Trustee for the benefit of the Certificateholders, claims under any such blanket policy.
 
Section 3.06 Presentment of Claims and Collection of Proceeds. 
 
The Company shall prepare and present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies relating to the EMC Mortgage Loans and take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s claim) as shall be necessary to realize recovery under such Insurance Policies. Any proceeds disbursed to the Company in respect of such Insurance Policies shall be promptly deposited in the Protected Account maintained by the Company upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged Property as a condition precedent to the presentation of claims on the related EMC Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).
 
Section 3.07 Maintenance of the Primary Mortgage Insurance Policies. 
 
(a) The Company shall not take any action that would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Company would have been covered thereunder. The Company shall use its best efforts to keep in force and effect (to the extent that the EMC Mortgage Loan requires the Mortgagor to maintain such insurance), Primary Mortgage Insurance applicable to each EMC Mortgage Loan. The Company shall not cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at the date of the initial issuance of the related Mortgage Note and is required to be kept in force hereunder.
 
(b) The Company agrees to present on behalf of the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies relating to the EMC Mortgage Loans and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted EMC Mortgage Loans. Pursuant to Section 5.01, any amounts collected by the Company under any Primary Mortgage Insurance Policies shall be deposited in the Protected Account maintained by the Company, subject to withdrawal pursuant to Section 5.02 hereof.
 
Section 3.08 Fidelity Bond, Errors and Omissions Insurance. 
 
The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the EMC Mortgage Loans and who handle funds, money, documents and papers relating to the EMC Mortgage Loans. The fidelity bond and errors and omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such persons. Such fidelity bond shall also protect and insure the Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of an EMC Mortgage Loan which is not in accordance with Accepted Servicing Practices. No provision of this Section 3.08 requiring the fidelity bond and errors and omissions insurance shall diminish or relieve the Company from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the corresponding amounts required by Accepted Servicing Practices. The Company shall deliver to the Master Servicer a certificate from the surety and the insurer as to the existence of the fidelity bond and errors and omissions insurance policy and shall obtain a statement from the surety and the insurer that such fidelity bond or insurance policy shall in no event be terminated or materially modified without thirty days prior written notice to the Master Servicer and the Trustee. The Company shall notify the Master Servicer and the Trustee within five business days of receipt of notice that such fidelity bond or insurance policy will be, or has been, materially modified or terminated. The Trustee for the benefit of the Certificateholders must be named as loss payees on the fidelity bond and as additional insured on the errors and omissions policy.
 
The Company shall provide to the Master Servicer and the Depositor evidence of the authorization of the person signing any certification or statement, copies or other evidence of fidelity bond and errors and omissions insurance, financial information and reports, and such other information related to the Company or any subservicer engaged by it or the Company’s or such subservicer’s performance hereunder or under the related Subservicing Agreement as may be reasonably requested by the Master Servicer or the Depositor.
 
Section 3.09 Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans. 
 
(a) The Company shall use reasonable efforts to foreclose upon or otherwise comparably convert the ownership of properties securing such of the EMC Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with such foreclosure or other conversion, the Company shall follow such practices and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities and the requirements of the insurer under any Required Insurance Policy; provided that the Company shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the EMC Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable to it through Insurance Proceeds or Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Protected Accounts maintained by the Company pursuant to Section 5.02). If the Company reasonably believes that Liquidation Proceeds with respect to any such EMC Mortgage Loan would not be increased as a result of such foreclosure or other action, such EMC Mortgage Loan will be charged-off and will become a Liquidated Loan. The Company will give notice of any such charge-off to the Trustee and the Securities Administrator. The Company shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided that such costs and expenses shall be Servicing Advances and that it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated in Section 5.02. If the Company has knowledge that a Mortgaged Property that the Company is contemplating acquiring in foreclosure or by deed- in-lieu of foreclosure is located within a one-mile radius of any site with environmental or hazardous waste risks known to the Company, the Company will, prior to acquiring the related Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures.
 
With respect to any REO Property relating to an EMC Mortgage Loan, the deed or certificate of sale shall be taken in the name of the Trustee for the benefit of the Certificateholders (or the Trustee’s nominee on behalf of the Certificateholders). The Trustee’s name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Company shall ensure that the title to such REO Property references this Agreement and the Trustee’s capacity hereunder. Pursuant to its efforts to sell such REO Property, the Company shall either itself or through an agent selected by the Company protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Company deems to be in the best interest of the Company and the Certificateholders for the period prior to the sale of such REO Property. The Company shall prepare for and deliver to the Trustee and the Securities Administrator a statement with respect to each such REO Property that has been rented showing the aggregate rental income received and all expenses incurred in connection with the management and maintenance of such REO Property at such times as is necessary to enable the Trustee to comply with the reporting requirements of the REMIC Provisions. The net monthly rental income, if any, from such REO Property shall be deposited in the Protected Account maintained by the Company no later than the close of business on each Determination Date. The Company shall perform the tax reporting and withholding related to foreclosures, abandonments and cancellation of indebtedness income as specified by Sections 1445, 6050J and 6050P of the Code by preparing and filing such tax and information returns, as may be required.
 
In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or a default becoming reasonably foreseeable on an EMC Mortgage Loan, the Company shall dispose of such Mortgaged Property prior to three years after its acquisition by the Trust Fund or, at the expense of the Trust Fund, request more than 60 days prior to the day on which such three-year period would otherwise expire, an extension of the three-year grace period unless the Trustee shall have been supplied with an Opinion of Counsel addressed to the Trustee (such opinion not to be an expense of the Trustee) to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section 860F of the Code or cause either REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Company has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.
 
The decision of the Company to foreclose on a defaulted EMC Mortgage Loan shall be subject to a determination by the Company that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding. The income earned from the management of any Mortgaged Properties acquired through foreclosure or other judicial proceeding, net of reimbursement to the Company for expenses incurred (including any property or other taxes) in connection with such management and net of unreimbursed Servicing Fees, Advances, Servicing Advances and any management fee paid or to be paid with respect to the management of such Mortgaged Property, shall be applied to the payment of principal of, and interest on, the related defaulted EMC Mortgage Loans (with interest accruing as though such Mortgage Loans were still current) and all such income shall be deemed, for all purposes in the Agreement, to be payments on account of principal and interest on the related Mortgage Notes and shall be deposited into the Protected Accounts maintained by the Company. To the extent the income received during a Prepayment Period is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related EMC Mortgage Loan, such excess shall be considered to be a partial Principal Prepayment for such Mortgage Loan for all purposes hereof.
 
The Liquidation Proceeds from any liquidation of a related EMC Mortgage Loan, net of any payment to the Company as provided above, shall be deposited in the related Protected Account maintained by the Company on the next succeeding Determination Date following receipt thereof for distribution on the related Distribution Date, except that any Excess Liquidation Proceeds shall be retained by the Company as additional servicing compensation.
 
The proceeds of any Liquidated Loan, as well as any recovery resulting from a partial collection of related Liquidation Proceeds or any income from a related REO Property, shall be applied in the following order of priority: first, to reimburse the Company for any related unreimbursed Servicing Advances and Servicing Fees, pursuant to Section 5.02 or this Section 3.09; second, to reimburse the Company for any unreimbursed Advances pursuant to Section 5.02 or this Section 3.09; third, to accrued and unpaid interest (to the extent no Advance has been made for such amount) on the EMC Mortgage Loan or related REO Property, at the Net Mortgage Rate to the first day of the month in which such amounts are required to be distributed; and fourth, as a recovery of principal of the EMC Mortgage Loan.
 
(b) On each Determination Date, the Company shall determine the respective aggregate amounts of Excess Liquidation Proceeds and Realized Losses, if any, for the related Prepayment Period.
 
(c) The Company has no intent to foreclose on any EMC Mortgage Loan based on the delinquency characteristics as of the Closing Date; provided, that the foregoing does not prevent the Company from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such EMC Mortgage Loans including delinquency characteristics in the Company’s discretion so warrant such action.
 
Section 3.10 Servicing Compensation. 
 
As compensation for its activities hereunder, the Company shall be entitled to retain or withdraw from its Protected Accounts out of each payment of interest on an EMC Mortgage Loan included in the Trust Fund an amount equal to the Servicing Fee.
 
Additional servicing compensation in the form of any Excess Liquidation Proceeds, assumption fees, late payment charges, all Prepayment Interest Excess on any EMC Mortgage Loan, all income and gain net of any losses realized from Permitted Investments with respect to funds in or credited to the Protected Accounts maintained by the Company shall be retained by the Company to the extent not required to be deposited in the Protected Accounts maintained by the Company pursuant to Section 5.02. The Company shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of any premiums for hazard insurance, as required by Section 3.05 and maintenance of the other forms of insurance coverage required by Section 3.07) and shall not be entitled to reimbursement therefor except as specifically provided in Section 5.02.
 
EMC shall be entitled to retain any Prepayment Interest Excess.
 
Section 3.11 REO Property. 
 
(a) In the event the Trust Fund acquires ownership of any REO Property in respect of any related EMC Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee, or to its nominee, on behalf of the related Certificateholders. The Company shall sell any such REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Pursuant to its efforts to sell such REO Property, the Company shall protect and conserve such REO Property in the manner and to the extent required herein, in accordance with the REMIC Provisions.
 
(b) The Company shall deposit all funds collected and received in connection with the operation of any REO Property in respect of any EMC Mortgage Loan into the Protected Accounts maintained by the Company.
 
(c) The Company, upon the final disposition of any REO Property in respect of any EMC Mortgage Loan, shall be entitled to reimbursement for any related unreimbursed Advances, unreimbursed Servicing Advances or Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided, that any such unreimbursed Advances or Servicing Fees as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.
 
Section 3.12 Liquidation Reports. 
 
Upon the foreclosure of any Mortgaged Property relating to an EMC Mortgage Loan or the acquisition thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure, the Company shall submit a liquidation report to the Master Servicer containing such information as shall be mutually acceptable to the Company and the Master Servicer with respect to such Mortgaged Property.
 
Section 3.13 Books and Records. 
 
The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans which shall be appropriately identified in the Company’s computer system to clearly reflect the ownership of the Mortgage Loans by the Trust. In particular, the Company shall maintain in its possession, available for inspection by the Securities Administrator and the Trustee and shall deliver to the Securities Administrator and the Trustee upon demand, evidence of compliance with all federal, state and local laws, rules and regulations. To the extent that original documents are not required for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche or such other reliable means of recreating original documents, including, but not limited to, optical imagery techniques so long as the Company complies with the requirements of Accepted Servicing Practices.
 
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by the Securities Administrator and the Trustee the related servicing file during the time such Mortgage Loan is subject to this Agreement and thereafter in accordance with applicable law.
 
Payments on the Mortgage Loans, including any payoffs, made in accordance with the related Mortgage File will be entered in the Company’s set of books and records no more than two business days after receipt and identification, and allocated to principal or interest as specified in the related Mortgage File.
 



ARTICLE IV
 

ADMINISTRATION AND MASTER
SERVICING OF MORTGAGE LOANS BY
MASTER SERVICER
 
Section 4.01 Master Servicer. 

The Master Servicer shall, beginning on the Closing Date, supervise, monitor and oversee the obligation of the Company and the related Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Company and the related Servicer as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Company and the related Servicer and shall cause the Company and related Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Person under this Agreement and the related Servicing Agreement. The Master Servicer shall independently and separately monitor the Company and the related Servicer’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Company’s, the related Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 6.06 and any other information and statements required hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Company to the Securities Administrator and each Servicer pursuant to this Agreement and the related Servicing Agreement.
 
In addition to the foregoing, in connection with a modification of any Mortgage Loan by a Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the Servicing Agreement or this Agreement (in the case of the Company, as Servicer) requires the approval of the Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such modification if, based upon its receipt of written notification from the related Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement or this Agreement (in the case of the Company, as Servicer) and that any conditions to such modification set forth in the Servicing Agreement or this Agreement have been satisfied. Furthermore, if the Servicing Agreement or this Agreement (in the case of the Company, as Servicer) requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the related Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Servicing Agreement or this Agreement (in the case of the Company, as Servicer), and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the related Servicer is not complying with such timeframes and/or other requirements.
 
The Trustee shall furnish the Company, the Servicers and the Master Servicer, upon written request from a servicing officer, with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Company, the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property.
 
The Trustee or the Custodian on its behalf, the Company or the related Servicer shall provide access to the records and documentation in possession of the Trustee or the Custodian on its behalf, the Company or the related Servicer regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian, the Company or the related Servicer; provided, however, that, unless otherwise required by law, neither the Trustee, the Custodian, the Company nor the related Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian, the Company and the related Servicer shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s, the Company’s or the related Servicer’s actual costs.
 
The Trustee shall execute and deliver to the Company or the related Servicer and the Master Servicer, upon such party’s written instruction (which includes the documents to be signed) any court pleadings, requests for trustee’s sale or other appropriate documents necessary or desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.
 
Section 4.02 REMIC-Related Covenants. 
 
For as long as each REMIC created hereunder shall exist, the Trustee and the Securities Administrator shall act in accordance herewith to assure continuing treatment of such REMIC as a REMIC, and the Trustee and the Securities Administrator shall comply with any directions of the Seller, the Company, the Servicers or the Master Servicer to assure such continuing treatment. In particular, the Trustee shall not (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any investment of deposits in an Account (except as otherwise expressly permitted by this Agreement) unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC Opinion addressed to the Trustee prepared at the expense of the Trust Fund; and (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.03 of this Agreement, as applicable, accept any contribution to any REMIC after the Startup Day without receipt of a REMIC Opinion.
 
Section 4.03 Monitoring of Company and Servicer. 
 
(a) The Master Servicer shall be responsible for reporting to the Trustee and the Seller the non-compliance by the Company and the related Servicer with its duties under this Agreement and the related Servicing Agreement. In the review of the Company’s and the related Servicer’s activities, the Master Servicer may rely upon an Officer’s Certificate of the Company and the related Servicer with regard to such Person’s compliance with the terms of this Agreement or the related Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Company or the related Servicer should be terminated in accordance with this Agreement or the related Servicing Agreement, or that a notice should be sent pursuant to this Agreement or the related Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Seller and the Trustee and the Master Servicer shall issue such notice or take such other action as it deems appropriate.
 
(b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Company under this Agreement and the related Servicer under the related Servicing Agreement, and shall, in the event that the Company or the related Servicer fails to perform its obligations in accordance with this Agreement or the related Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of such Person thereunder and act as servicer of the related Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there shall be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. In either event, such enforcement, including, without limitation, the legal prosecution of claims, termination of the related Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, subject to its right of reimbursement pursuant to the provisions of this Agreement or the related Servicing Agreement, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action.
 
(c) To the extent that the costs and expenses of the Master Servicer or related to any termination of a Servicer, or the enforcement or prosecution of related claims, rights or remedies or the appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement or the related Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Company or a Servicer as a result of an event of default by such Person and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with this Agreement or the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account, pursuant to Section 5.09.
 
(d) The Master Servicer shall require the Company and the related Servicer to comply with the remittance requirements and other obligations set forth in this Agreement or the related Servicing Agreement, as applicable.
 
(e) If the Master Servicer acts as a servicer, it will not assume liability for the representations and warranties of the Company or the related Servicer, if any, that it replaces.
 
Section 4.04 Fidelity Bond. 
 
The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees.
 
Section 4.05 Power to Act; Procedures. 
 
The Master Servicer shall master service the Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the provisions of Article XI hereof, to do any and all things that it may deem necessary or desirable in connection with the master servicing and administration of the Mortgage Loans, including but not limited to the power and authority (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable; provided, however, that the Master Servicer shall not (and, consistent with its responsibilities under Section 4.03, shall not authorize the Company or the related Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the effect that the contemplated action will not cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC or result in the imposition of a tax upon REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as the case may be. The Trustee shall furnish the Master Servicer, upon written request from a Servicing Officer, with any powers of attorney empowering the Master Servicer, the Company or the related Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged Property, in accordance with the related Servicing Agreement and this Agreement, and the Trustee shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for misuse of any such powers of attorney by the Master Servicer, the Company or the related Servicer). If the Master Servicer or the Trustee has been advised that it is likely that the laws of the state in which action is to be taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely affected under the “doing business” or tax laws of such state if such action is taken in its name, the Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 10.11 hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent contractor and shall not be deemed to be the agent of the Trustee.
 
Section 4.06 Due-on-Sale Clauses; Assumption Agreements. 
 
To the extent provided in this Agreement or the related Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Company and the related Servicer to enforce such clauses in accordance with this Agreement or the related Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with this Agreement or the related Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with this Agreement or the related Servicing Agreement.
 
Section 4.07 Release of Mortgage Files. 
 
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or the receipt by the Company or the related Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes for payment to Certificateholders on the next Distribution Date, the Company or the related Servicer will, if required under the related Servicing Agreement (or if the Company or the related Servicer does not, the Master Servicer may), promptly furnish to the Custodian, on behalf of the Trustee, two copies of a certification substantially in the form of Exhibit G (or as otherwise provided in the Custodial Agreement) hereto signed by a Servicing Officer or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer (which certification shall include a statement to the effect that all amounts received in connection with such payment that are required to be deposited in the Protected Account maintained by the Company or the Servicer pursuant to Article V or by the related Servicer pursuant to the related Servicing Agreement have been or will be so deposited) and shall request that the Custodian, on behalf of the Trustee, deliver to the Company or the related Servicer the related Mortgage File. Upon receipt of such certification and request, the Custodian, on behalf of the Trustee, shall promptly release the related Mortgage File to the Company or the related Servicer and the Trustee and Custodian shall have no further responsibility with regard to such Mortgage File. Upon any such payment in full, the Company or the related Servicer is authorized, to give, as agent for the Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage without recourse, representation or warranty) regarding the Mortgaged Property subject to the Mortgage, which instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or Persons entitled thereto against receipt therefor of such payment, it being understood and agreed that no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may be, shall be chargeable to the Protected Account.
 
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan and in accordance with this Agreement or the related Servicing Agreement, upon written instruction from such Servicer or the Master Servicer, the Trustee shall execute such documents as shall be prepared and furnished to the Trustee by the Company, the related Servicer or the Master Servicer (in form reasonably acceptable to the Trustee) and as are necessary to the prosecution of any such proceedings. The Custodian, on behalf of the Trustee, shall, upon the request of the Company, the related Servicer or the Master Servicer, and delivery to the Custodian, on behalf of the Trustee, of two copies of a request for release signed by a Servicing Officer substantially in the form of Exhibit G (or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer), release the related Mortgage File held in its possession or control to the Company, the related Servicer or the Master Servicer, as applicable. Such trust receipt shall obligate the Company, the related Servicer or the Master Servicer to return the Mortgage File to the Custodian on behalf of the Trustee, when the need therefor by such Person no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the Mortgage File shall be released by the Custodian, on behalf of the Trustee, to the Company, the related Servicer or the Master Servicer.
 
Section 4.08 Documents, Records and Funds in Possession of Master Servicer, Company and Servicer To Be Held for Trustee. 
 
(a) The Master Servicer shall transmit and the Company or the related Servicer (to the extent required by this Agreement or the related Servicing Agreement) shall transmit to the Trustee or Custodian such documents and instruments coming into the possession of such Person from time to time as are required by the terms hereof, or in the case of the related Servicer, the related Servicing Agreement, to be delivered to the Trustee or Custodian. Any funds received by the Master Servicer, the Company or by the related Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, the Company or by the related Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Trustee and the Certificateholders subject to the Securities Administrator’s right to retain or withdraw from the Distribution Account, the Master Servicing Compensation and other amounts provided in this Agreement, and to the right of the Company and the related Servicer to retain its Servicing Fee and other amounts as provided in this Agreement or the related Servicing Agreement. The Master Servicer, the Company and the related Servicer shall provide access to information and documentation regarding the Mortgage Loans to the Trustee and, regarding the Mortgage Loans and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Certificateholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information.
 
(b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive property of the Trustee; provided, however, that the Master Servicer, the Company and the related Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer or such Servicer under this Agreement or the related Servicing Agreement.
 
Section 4.09 Standard Hazard Insurance and Flood Insurance Policies. 
 
(a) For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Company and the related Servicer under this Agreement or the related Servicing Agreement to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of this Agreement or the related Servicing Agreement. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in this Agreement and the related Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.
 
(b) Pursuant to Sections 5.01, 5.04 and 5.06 any amounts collected by the Company, the Servicers or the Master Servicer, or by the Company or the Servicers, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with this Agreement or the Servicing Agreements) shall be deposited by the Company in its Protected Account or by the related Servicer or the Master Servicer into the Distribution Account, subject to withdrawal pursuant to Sections 5.02, 5.04, 5.05 and 5.07, as applicable. Any cost incurred by the Master Servicer, the Company or the related Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer, the Company or the related Servicer pursuant to Sections 5.02, 5.04, 5.05 and 5.07, as applicable.
 
Section 4.10 Presentment of Claims and Collection of Proceeds. 
 
The Master Servicer shall (to the extent provided in this Agreement and the related Servicing Agreement) cause the Company or the Servicer to, prepare and present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies and take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the Master Servicer (or disbursed to the Company or the related Servicer and remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly deposited in the Distribution Account upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged Property as a condition precedent to the presentation of claims on the related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).
 
Section 4.11 Maintenance of the Primary Mortgage Insurance Policies. 
 
(a) The Master Servicer shall not take, or authorize the Company or the related Servicer (to the extent such action is prohibited under this Agreement or the related Servicing Agreement) to take, any action that would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master Servicer, the Company or the related Servicer, would have been covered thereunder. The Master Servicer shall use its best reasonable efforts to cause the Company and the related Servicer (to the extent required under this Agreement and the related Servicing Agreement) to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan (including any LPMI Policy) in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer shall not, and shall not authorize the Company or the related Servicer (to the extent required under this Agreement or the related Servicing Agreement) to, cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder except in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.
 
(b) The Master Servicer agrees to cause the Company and the related Servicer (to the extent required under this Agreement and the related Servicing Agreement) to present, on behalf of the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Sections 5.01, 5.05 and 5.07, any amounts collected by the Company or the related Servicer under any Primary Mortgage Insurance Policies shall be deposited by the Company in its Protected Account or by the Securities Administrator in the Distribution Account, subject to withdrawal pursuant to Section 5.02 or 5.07, as applicable.
 
Section 4.12 Trustee to Retain Possession of Certain Insurance Policies and Documents. 
 
The Trustee (or the Custodian, as directed by the Trustee), shall retain possession and custody of the originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of insurance if applicable, and any certificates of renewal as to the foregoing as may be issued from time to time as contemplated by this Agreement. Until all amounts distributable in respect of the Certificates have been distributed in full and the Master Servicer otherwise has fulfilled its obligations under this Agreement, the Trustee (or its Custodian, if any, as directed by the Trustee) shall also retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions of this Agreement. The Master Servicer shall promptly deliver or cause to be delivered to the Trustee (or the Custodian, as directed by the Trustee), upon the execution or receipt thereof the originals of any Primary Mortgage Insurance Policies, any certificates of renewal, and such other documents or instruments that constitute portions of the Mortgage File that come into the possession of the Master Servicer from time to time.
 
Section 4.13 Realization Upon Defaulted Mortgage Loans. 
 
The Master Servicer shall cause the Company and the related Servicer (to the extent required under this Agreement and the related Servicing Agreement) to foreclose upon, repossess or otherwise comparably convert the ownership of Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, all in accordance with this Agreement or the related Servicing Agreement.
 
Section 4.14 Compensation for the Master Servicer. 
 
The Master Servicer will be entitled to receive the Master Servicing Fee as compensation for its activities under this Agreement; provided, that the aggregate Master Servicing Fee with respect to any Distribution Date shall be reduced by an amount equal to the Compensating Interest payable by the Master Servicer for such Distribution Date pursuant to Section 6.02 hereof. The Master Servicer will also be entitled to all income and gain realized from any investment of funds in the Distribution Account for the performance of its activities hereunder. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement.
 
Section 4.15 REO Property. 
 
(a) In the event the Trust Fund acquires ownership of any REO Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee, or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall, to the extent provided in this Agreement or the related Servicing Agreement, cause the Company or the related Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. Pursuant to such efforts to sell such REO Property, the Master Servicer shall cause the Company or the related Servicer to protect and conserve, such REO Property in the manner and to the extent required by this Agreement or the related Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code.
 
(b) The Master Servicer shall, to the extent required by this Agreement or the related Servicing Agreement, cause the Company or the related Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the Protected Account.
 
(c) The Master Servicer and the Company or the related Servicer, upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided, that any such unreimbursed Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.
 
(d) To the extent provided in this Agreement or the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the Company or the related Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Securities Administrator for deposit into the related Distribution Account on the next succeeding Remittance Date.
 
Section 4.16 Annual Statement as to Compliance. 
 
The Company as a Servicer, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) to the Depositor and the Securities Administrator not later than March 15th of each calendar year beginning in 2007, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, such party has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of the cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall enforce the obligations of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver a similar Annual Statement of Compliance by that Servicer to the Depositor and the Securities Administrator as described above as and when required with respect to the Master Servicer. In the event that certain servicing responsibilities with respect to any Mortgage Loan have been delegated by the Company, the Master Servicer, the Securities Administrator or a Servicer to a subservicer or subcontractor, each such entity shall cause such subservicer or subcontractor (and with respect to each Servicer, the Master Servicer shall enforce the obligation of such Servicer to the extent required under the related Servicing Agreement) to deliver a similar Annual Statement of Compliance by such subservicer or subcontractor to the Depositor and the Securities Administrator as described above as and when required with respect to the Master Servicer or the related Servicer (as the case may be).
 
Failure of the Company to comply with this Section 4.16 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. Failure of the Master Servicer to comply with this Section 4.16 (including with respect to the timeframes required herein) shall be deemed an Event of Default, and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Securities Administrator to comply with this Section 4.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall be deemed a default and the Trustee at the written direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.
 
Section 4.17 Assessments of Compliance and Attestation Reports. 
 
Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company as a Servicer, the Master Servicer, the Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) shall deliver (or otherwise make available) to the Master Servicer, the Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 2007, a report regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:
 
(a) A statement by an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party;
 
(b) A statement by an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party;
 
(c) An assessment by such officer of the related Attesting Party’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type as the Mortgage Loans;
 
(d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance for the period consisting of the preceding calendar year; and
 
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans.
 
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party.
 
On or before March 15th of each calendar year beginning in 2007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.
 
The Master Servicer shall enforce the obligation of each Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the Master Servicer or the Securities Administrator, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in its own Assessment of Compliance. The Securities Administrator shall confirm that each of the Assessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth in Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
 
In addition, for the avoidance of doubt and without duplication, the Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Securities Administrator: (A) any Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Company or, to the best of the Company’s knowledge, any such subservicer, and (C) the Company’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Company’s obligations as Servicer.
 
In addition, the Company as a Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the Securities Administrator, to the extent applicable, within the timeframes that the Company would otherwise have to provide such information:
 
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
 
(B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and
 
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB).
 
The Custodian shall deliver to the Master Servicer, the Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a “custodian”. Notwithstanding the foregoing, an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund.
 
Failure of the Company to comply with this Section 4.17 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. Failure of the Master Servicer to comply with this Section 4.17 (including with respect to the timeframes required herein) shall constitute an Event of Default, and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Securities Administrator to comply with this Section 4.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall constitute a default and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.
 
Section 4.18 Reports Filed with Securities and Exchange Commission. 
 
(a) (i) (A) Within 15 days after each Distribution Date, the Securities Administrator shall, in accordance with industry standards, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“EDGAR”), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the Monthly Statement to be furnished by the Securities Administrator to the Certificateholders for such Distribution Date; provided that, the Securities Administrator shall have received no later than five (5) calendar days after the related Distribution Date, all information required to be provided to the Securities Administrator as described in clause (a)(iv) below. Any disclosure that is in addition to the Monthly Statement and that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be, pursuant to the paragraph immediately below, reported by the parties set forth on Exhibit O to the Securities Administrator and the Depositor and approved for inclusion by the Depositor, and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting (other than in the case where the Securities Administrator is the reporting party as set forth in Exhibit O) and approval.
 
(B) Within five (5) calendar days after the related Distribution Date, (i) the parties set forth in Exhibit O shall be required to provide, and the Master Servicer shall enforce the obligation of each Servicer (to the extent provided in the related Servicing Agreement) to provide, pursuant to Section 4.18(a)(iv) below, to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible format, or in such other form as otherwise agreed upon by the Securities Administrator and the Depositor and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section.
 
(C) After preparing the Form 10-D, the Securities Administrator shall forward electronically a copy of the Form 10-D to the Depositor (in the case of any Additional 10-D Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date (provided that, the Securities Administrator forwards a copy of the Form 10-D no later than the 10th calendar after the Distribution Date), the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 10-D is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-D. No later than the 13th calendar day after the related Distribution Date, a duly authorized officer of the Master Servicer shall sign the Form 10-D and, in the case where the Master Servicer and the Securities Administrator are not affiliated, return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator shall follow the procedures set forth in Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the Commission, the Securities Administrator shall make available on its internet website identified in Section 6.06 a final executed copy of each Form 10-D filed by the Securities Administrator. The signing party at the Master Servicer can be contacted as set forth in Section 12.05. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no”. The Securities Administrator shall be entitled to rely on the representations in Section 2.04(vi) and in any such notice in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of their respective duties under Sections 4.18(a)(i) and (v) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from a party’s failure to deliver, on a timely basis, any information from such party needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. 
 
(ii)  (A) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), the Securities Administrator shall prepare and file, at the direction of the Depositor, on behalf of the Trust, any Form 8-K, as required by the Exchange Act; provided that, the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be, pursuant to the paragraph immediately below, reported by the parties set forth on Exhibit O to the Securities Administrator and the Depositor and approved for inclusion by the Depositor, and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information absent such reporting (other than in the case where the Securities Administrator is the reporting party as set forth in Exhibit O) and approval.
 
(B) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the close of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth in Exhibit O shall be required pursuant to Section 4.18(a)(iv) below to provide, and the Master Servicer shall enforce the obligation of each Servicer (to the extent provided in the related Servicing Agreement) to provide, to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible format, or in such other form as otherwise agreed upon by the Securities Administrator and the Depositor and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this Section.
 
(C) After preparing the Form 8-K, the Securities Administrator shall forward electronically a copy of the Form 8-K to the Depositor and the Master Servicer for review. No later than the close of business New York City time on the 3rd Business Day after the Reportable Event, or in the case where the Master Servicer and Securities Administrator are affiliated, no later than noon New York City time on the 4th Business Day after the Reportable Event, a duly authorized officer of the Master Servicer shall sign the Form 8-K and, in the case where the Master Servicer and the Securities Administrator are not affiliated, return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event (provided that, the Securities Administrator forwards a copy of the Form 8-K no later than noon New York time on the third Business Day after the Reportable Event), the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator shall follow the procedures set forth in Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the Commission, the Securities Administrator shall, make available on its internet website a final executed copy of each Form 8-K filed by the Securities Administrator. The signing party at the Master Servicer can be contacted as set forth in Section 12.05. The parties to this Agreement acknowledge that the performance by Master Servicer and the Securities Administrator of their respective duties under this Section 4.18(a)(ii) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.18(a)(ii). Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from a party’s failure to deliver, on a timely basis, any information from such party needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
 
(iii) (A) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable time frames set forth in this Agreement, (I) an annual compliance statement for the Company as a Servicer, the Master Servicer, each Servicer, the Securities Administrator and any subservicer or subcontractor, as applicable, as described under Section 4.16, (II)(A) the annual reports on assessment of compliance with Servicing Criteria for the Company as a Servicer, each Servicer, the Master Servicer, each subservicer and subcontractor participating in the servicing function, the Securities Administrator and the Custodian, as described under Section 4.17, and (B) if any such report on assessment of compliance with Servicing Criteria described under Section 4.17 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such report on assessment of compliance with Servicing Criteria described under Section 4.17 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (III)(A) the registered public accounting firm attestation report for the Company, each Servicer, the Master Servicer, the Securities Administrator, each subservicer, each subcontractor, as applicable, and the Custodian, as described under Section 4.17, and (B) if any registered public accounting firm attestation report described under Section 4.17 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (IV) a Sarbanes-Oxley Certification as described in Section 4.18(a)(iii)(D) below (provided, however, that the Securities Administrator, at its discretion, may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (I) through (IV) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be, pursuant to the paragraph immediately below, reported by the parties set forth on Exhibit O to the Securities Administrator and the Depositor and approved for inclusion by the Depositor, and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting (other than in the case where the Securities Administrator is the reporting party as set forth in Exhibit O) and approval.
 
(B) No later than March 15th of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) the parties set forth in Exhibit O shall be required to provide, and the Master Servicer shall enforce the obligation of each Servicer (to the extent provided in the related Servicing Agreement) to provide, pursuant to Section 4.18(a)(iv) below to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible format, or in such other form as otherwise agreed upon by the Securities Administrator and the Depositor and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section.
 
(C) After preparing the Form 10-K, the Securities Administrator shall forward electronically a copy of the Form 10-K to the Depositor (only in the case where such Form 10-K includes Additional Form 10-K Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within three Business Days after receipt of such copy, but no later than March 25th (provided that, the Securities Administrator forwards a copy of the Form 10-K no later than the third Business Day prior to March 25th), the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. No later than the close of business Eastern Standard time on the 4th Business Day prior to the 10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and, in the case where the Master Servicer and the Securities Administrator are unaffiliated, return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the Commission, the Securities Administrator shall make available on its internet website a final executed copy of each Form 10-K filed by the Securities Administrator. The signing party at the Master Servicer can be contacted as set forth in Section 12.05. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than March 15th after the related Distribution Date with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no”. The Securities Administrator shall be entitled to rely on the representations in Section 2.04(vi) and in any such notice in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of their respective duties under Sections 4.18(a)(iv) and (v) related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections and Sections 4.16 and Section 4.17. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer’s or the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
 
(D) Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”) required to be included therewith pursuant to the Sarbanes-Oxley Act which shall be signed by the Certifying Person and delivered to the Securities Administrator no later than March 15th of each year in which the Trust is subject to the reporting requirements of the Exchange Act. The Master Servicer shall cause any Servicer, and any subservicer or subcontractor engaged by it to, provide to the Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act (or such other date specified in the related Servicing Agreement) and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit L, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, the Company as a Servicer and, in the case where the Master Servicer and Securities Administrator are not affiliated, the Securities Administrator shall sign a Back-Up Certification substantially in the form of Exhibit L; provided, however, that the Company and the Securities Administrator shall not be required to undertake an analysis of any accountant’s report attached as an exhibit to the Form 10-K. An officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted as set forth in Section 12.05.
 
(iv) With respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or any Form 8-K Disclosure Information (collectively, the “Additional Disclosure”) relating to the Trust Fund, the Securities Administrator’s obligation to include such Additional Information in the applicable Exchange Act report is subject to receipt from the entity that is indicated in Exhibit O as the responsible party for providing that information, if other than the Securities Administrator, as and when required as described in Section 4.18(a)(i) through (iii) above. Such Additional Disclosure shall be accompanied by a notice substantially in the form of Exhibit P. Each of the Company as a Servicer, the Master Servicer, the Seller, the Securities Administrator and the Depositor hereby agrees to notify and provide, and the Master Servicer shall enforce the obligation (to the extent provided in the related Servicing Agreement) of each Servicer to notify and provide, to the extent known to the Company as a Servicer, the Master Servicer, the Seller, the Securities Administrator and the Depositor all Additional Disclosure relating to the Trust Fund, with respect to which such party is indicated in Exhibit O as the responsible party for providing that information. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Disclosure information pursuant to this Section.
 
So long as the Depositor is subject to the filing requirements of the Exchange Act with respect to the Trust Fund, the Trustee shall notify the Securities Administrator and the Depositor of any bankruptcy or receivership with respect to the Trustee or of any proceedings of the type described under Item 1117 of Regulation AB that have occurred as of the related Due Period, together with a description thereof, no later than the date on which such information is required of other parties hereto as set forth under this Section 4.18. In addition, the Trustee shall notify the Securities Administrator and the Depositor of any affiliations or relationships that develop after the Closing Date between the Trustee and the Depositor, the Seller, the Securities Administrator, the Master Servicer or the Custodian of the type described under Item 1119 of Regulation AB, together with a description thereof, no later than March 15 of each year that the trust is subject to the Exchange Act reporting requirements, commencing in 2007. Should the identification of any of the Depositor, the Seller, the Securities Administrator, the Master Servicer or the Custodian change, the Depositor shall promptly notify the Trustee.
 
(v)  (A) On or prior to January 30th of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
 
(B) In the event that the Securities Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator shall promptly notify the Depositor and the Master Servicer. In the case of Form 10-D and 10-K, the Depositor, the Master Servicer and the Securities Administrator shall cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, and such amendment relates to any Additional Disclosure, the Securities Administrator shall notify the Depositor and the parties affected thereby and such parties will cooperate to prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate officer of the Master Servicer. The parties hereto acknowledge that the performance by the Master Servicer and the Securities Administrator of their respective duties under this Section 4.18(a)(v) related to the timely preparation, execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon the Master Servicer and the Depositor timely performing their duties under this Section. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such failure results from a party’s failure to deliver, on a timely basis, any information from such party needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
 
The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this Section 4.18; provided, however, the Securities Administrator shall cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses incurred by the Securities Administrator in connection with this Section 4.18 shall not be reimbursable from the Trust Fund.
 
(b) The Securities Administrator shall indemnify and hold harmless, the Company, the Depositor and the Master Servicer and each of its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Securities Administrator’s obligations under Sections 4.16, 4.17 and 4.18 or the Securities Administrator’s negligence, bad faith or willful misconduct in connection therewith. In addition, the Securities Administrator shall indemnify and hold harmless the Depositor and the Master Servicer and each of their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Back-Up Certification, any Annual Statement of Compliance, any Assessment of Compliance or any Additional Disclosure provided by the Securities Administrator on its behalf or on behalf of any subservicer or subcontractor engaged by the Securities Administrator pursuant to Section 4.16, 4.17 or 4.18 (the “Securities Administrator Information”), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, by way of clarification, that this paragraph shall be construed solely by reference to the Securities Administrator Information and not to any other information communicated in connection with the Certificates, without regard to whether the Securities Administrator Information or any portion thereof is presented together with or separately from such other information.
 
The Depositor shall indemnify and hold harmless the Securities Administrator and the Master Servicer and each of its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the obligations of the Depositor under Sections 4.16, 4.17 and 4.18 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith. In addition, the Depositor shall indemnify and hold harmless the Master Servicer, the Securities Administrator and each of their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Additional Disclosure provided by the Depositor that is required to be filed pursuant to this Section 4.18 (the “Depositor Information”), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, by way of clarification, that this paragraph shall be construed solely by reference to the Depositor Information that is required to be filed and not to any other information communicated in connection with the Certificates, without regard to whether the Depositor Information or any portion thereof is presented together with or separately from such other information.
 
The Master Servicer shall indemnify and hold harmless the Company, the Securities Administrator and the Depositor and each of its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the obligations of the Master Servicer under Sections 4.16, 4.17 and 4.18 or the Master Servicer’s negligence, bad faith or willful misconduct in connection therewith. In addition, the Master Servicer shall indemnify and hold harmless the Depositor and each of its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Annual Statement of Compliance, any Assessment of Compliance or any Additional Disclosure provided by the Master Servicer on its behalf or on behalf of any subservicer or subcontractor engaged by the Master Servicer pursuant to Section 4.16, 4.17 or 4.18 (the “Master Servicer Information”), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, by way of clarification, that this paragraph shall be construed solely by reference to the Master Servicer Information and not to any other information communicated in connection with the Certificates, without regard to whether the Master Servicer Information or any portion thereof is presented together with or separately from such other information.
 
The Company shall indemnify and hold harmless the Depositor, the Securities Administrator and the Master Servicer and each of its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the obligations of the Company under Sections 4.16, 4.17 and 4.18 or the Company’s negligence, bad faith or willful misconduct in connection therewith including any failure by the Company to identify any subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB. In addition, the Company shall indemnify and hold harmless the Depositor and the Master Servicer and each of their respective officers, directors and affiliates and the Master Servicer from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Back-Up Certification, any Annual Statement of Compliance, any Assessment of Compliance or any Additional Disclosure provided by the Company on its behalf or on behalf of any subservicer or subcontractor pursuant to Section 4.16, 4.17 or 4.18 (the “Company Information”), (ii) any breach by the Company of a representation, warranty or covenant set forth in Section 2.03(a)(vii) and Section 2.03(b)(i-iii) and (iii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, by way of clarification, that this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with the Certificates, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information.
 
If the indemnification provided for herein is unavailable or insufficient to hold harmless the Company, the Depositor, the Securities Administrator or the Master Servicer, as applicable, then the defaulting party, in connection with any conduct for which it is providing indemnification under this Section 4.18(b), agrees that it shall contribute to the amount paid or payable by the other parties as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the respective parties.
 
The indemnification provisions set forth in this Section 4.18(b) shall survive the termination of this Agreement or the termination of any party to this Agreement.
 
(c) Failure of the Company to comply with this Section 4.18 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. Failure of the Master Servicer to comply with this Section 4.18 (including with respect to the timeframes required herein) shall, constitute an Event of Default, and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same (but subject to the Master Servicer rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Securities Administrator to comply with this Section 4.18 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall, constitute a default and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In connection with the termination of the Master Servicer or the Securities Administrator pursuant to this Section 4.18(d), the Trustee shall be entitled to reimbursement of all costs and expenses associated with such termination to the extent set forth in Section 10.05. Notwithstanding anything to the contrary in this Agreement, no Event of Default by the Master Servicer or default by the Securities Administrator shall have occurred with respect to any failure to properly prepare, execute and/or timely file any report on Form 8-K, Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such failure results from any party’s inability or failure to deliver, on a timely basis, any information from such party needed to prepare, arrange for execution or file any such report, Form or amendment, and does not result from its own negligence, bad faith or willful misconduct.
 
In the case of any failure of performance described above, the Company shall promptly reimburse the Depositor, the Master Servicer and the Securities Administrator for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered pursuant to this Section 4.18 as required by the Company, any subservicer or any subcontractor.
 
(d) Notwithstanding the provisions of Section 12.01, this Section 4.18 may be amended without the consent of the Certificateholders.
 
(e) Any report, notice or notification to be delivered by the Company, the Master Servicer or the Securities Administrator to the Depositor pursuant to this Section 4.18, may be delivered via email to RegABNotifications@bear.com or, in the case of a notification, telephonically by calling Reg AB Compliance Manager at 212-272-7525.
 
Section 4.19 Intention of the Parties and Interpretation. 
 
Each of the parties acknowledges and agrees that the purpose of Sections 4.16, 4.17 and 4.18 of this Agreement is to facilitate compliance by the Seller, the Depositor and the Master Servicer with the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with reasonable requests made by the Seller, the Depositor, the Master Servicer or the Securities Administrator for delivery of additional or different information as the Seller, the Depositor, the Master Servicer or the Securities Administrator may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the obligations of the parties to this transaction as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.
 
Section 4.20 UCC. 
 
The Seller shall file any financing statements, continuation statements or amendments thereto required by any change in the Uniform Commercial Code.
 
Section 4.21 Optional Purchase of Certain Mortgage Loans. 
 
With respect to any Mortgage Loan which as of the first day of a Fiscal Quarter is delinquent in payment by 90 days or more or is an REO Property, the Seller shall have the right to purchase any such Mortgage Loan or REO Property from the Trust at a price equal to the Purchase Price; provided however (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Fiscal Quarter.
 
In addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust if the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date and the initial Monthly Payment is not made within thirty (30) days of such Due Date. Such purchase shall be made at a price equal to the Repurchase Price.
 
If at any time EMC remits to the Securities Administrator a payment for deposit in the Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and EMC provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Distribution Account, then the Trustee shall execute the assignment of such Mortgage Loan prepared and delivered to the Trustee, at the request of EMC, without recourse, representation or warranty, to EMC which shall succeed to all the Trustee’s right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. EMC will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto.
 



ARTICLE V
 
ACCOUNTS
 
Section 5.01 Collection of Mortgage Loan Payments; Protected Account. 
 
(a) The Company shall make reasonable efforts in accordance with customary and usual standards of practice of prudent mortgage lenders in the respective states in which the Mortgaged Properties related to the EMC Mortgage Loans are located to collect all payments called for under the terms and provisions of the EMC Mortgage Loans to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Required Insurance Policy. Consistent with the foregoing, the Company may in its discretion (i) waive any late payment charge and (ii) extend the due dates for payments due on a Mortgage Note related to an EMC Mortgage Loan for a period not greater than 125 days. In the event of any such arrangement, the Company shall make Advances on the related EMC Mortgage Loan during the scheduled period in accordance with the amortization schedule of such EMC Mortgage Loan without modification thereof by reason of such arrangements, and shall be entitled to reimbursement therefor in accordance with Section 6.01. The Company shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law. In addition, if (x) an EMC Mortgage Loan is in default or default is reasonably foreseeable or (y) the Company delivers to the Trustee a certification addressed to the Trustee, based on the advice of counsel or certified public accountants, in either case, that have a national reputation with respect to taxation of REMICs, that a modification of such EMC Mortgage Loan will not result in the imposition of taxes on or disqualify from REMIC status any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V the Company may, (A) amend the related Mortgage Note to reduce the Mortgage Rate applicable thereto, provided that such reduced Mortgage Rate shall in no event be lower than 5.00% with respect to any EMC Mortgage Loan and (B) amend any Mortgage Note related to an EMC Mortgage Loan to extend to the maturity thereof.
 
 
With respect to Mortgage Loans affected by Hurricane Katrina, if the Mortgaged Property is located in public and individual assistance counties as designated by FEMA (as set forth on its website www.fema.gov), the Company ceased charging late fees and credit reporting activity for selected Mortgagors in certain counties from the date of such designation until May 1, 2006, and has decided if reasonably prudent, to extend such period as long as necessary. In addition, the Company suspended foreclosure and bankruptcy activity relating to such Mortgage Loans from the date of such designation until May 1, 2006, and has decided if reasonably prudent, to extend such period as long as necessary.
 
In accordance with the standards of the first paragraph of Section 3.01, the Company shall not waive (or permit a sub-servicer to waive) any Prepayment Charge related to an EMC Mortgage Loan unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related EMC Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Company is required to pay the amount of such waived Prepayment Charge, for the benefit of Class P Certificates, by remitting such amount to the Securities Administrator (or the Master Servicer, if the Securities Administrator is no longer related to the Master Servicer) by the Remittance Date.
 
(b) The Company shall establish and maintain a Protected Account (which shall at all times be an Eligible Account) with a depository institution in the name of the Company for the benefit of the Trustee on behalf of the Certificateholders and designated “U.S. Bank National Association, in trust for registered holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates Series 2006-AC4”. The Company shall deposit or cause to be deposited into the Protected Account on a daily basis within two Business Days of receipt and identification, except as otherwise specifically provided herein, the following payments and collections remitted by subservicers or received by it in respect of the EMC Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest due on the EMC Mortgage Loans on or before the Cut-off Date) and the following amounts required to be deposited hereunder:
 
(i) all payments on account of principal, including Principal Prepayments, on the EMC Mortgage Loans;
 
(ii) all payments on account of interest on the EMC Mortgage Loans net of the related Servicing Fee permitted under Section 3.10 and LPMI Fees, if any;
 
(iii) all Liquidation Proceeds and Insurance Proceeds with respect to any EMC Mortgage Loans, other than proceeds to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Company’s normal servicing procedures;
 
(iv) any amount required to be deposited by the Company pursuant to Section 5.01(c) in connection with any losses on Permitted Investments;
 
(v) any amounts required to be deposited by the Company pursuant to Section 3.05;
 
(vi) any Prepayment Charges collected on the EMC Mortgage Loans; and
 
(vii) any other amounts required to be deposited hereunder.
 
The foregoing requirements for remittance by the Company into the Protected Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption fees, if collected, need not be remitted by the Company. In the event that the Company shall remit any amount not required to be remitted and not otherwise subject to withdrawal pursuant to Section 5.02, it may at any time withdraw or direct the institution maintaining the Protected Account, to withdraw such amount from the Protected Account, any provision herein to the contrary notwithstanding. Such withdrawal or direction may be accomplished by delivering written notice thereof to the institution maintaining the Protected Account, that describes the amounts deposited in error in the Protected Account. The Company shall maintain adequate records with respect to all withdrawals made pursuant to this Section. Reconciliations will be prepared for the Protected Account within 45 calendar days after the bank statement cut-off date. All items requiring reconciliation will be resolved within 90 calendar days of their original identification. All funds deposited in the Protected Account shall be held in trust for the Certificateholders until withdrawn in accordance with Section 5.02.
 
(c) The institution that maintains the Protected Account shall invest the funds in the Protected Account, in the manner directed by the Company, in Permitted Investments which shall mature not later than the Remittance Date and shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. All income and gain net of any losses realized from any such investment shall be for the benefit of the Company as servicing compensation and shall be remitted to it monthly as provided herein. The amount of any losses incurred in the Protected Account in respect of any such investments shall be deposited by the Company into the Protected Account, out of the Company’s own funds.
 
(d) The Company shall give at least 30 days advance notice to the Trustee, the Seller, the Master Servicer, each Rating Agency and the Depositor of any proposed change of location of the Protected Account prior to any change thereof.
 
(e) In the event that the Master Servicer and Securities Administrator are no longer affiliated, the Master Servicer shall establish and maintain an account separate from the Distribution Account into which any funds remitted by the Company and Servicers will be deposited. No later than noon New York time on the Business Day prior to each Distribution Date, the Master Servicer shall remit any such funds to the Paying Agent for deposit in the Distribution Account. The Master Servicer shall make the following permitted withdrawals and transfers from such account:
 
(i) The Master Servicer will, from time to time on demand of the Company, a Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from the account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and the related Servicing Agreement. The Master Servicer may clear and terminate the account pursuant to Section 11.01 and remove amounts from time to time deposited in error.
 
(ii) On an ongoing basis, the Master Servicer shall withdraw from the account (i) any expenses, costs and liabilities recoverable by the Trustee, the Master Servicer or the Securities Administrator or the Custodian pursuant to Sections 4.03, 8.04 and 10.05 and (ii) any amounts payable to the Master Servicer as set forth in Section 4.14; provided, however, that the Master Servicer shall be obligated to pay from its own funds any amounts which it is required to pay under Section 8.03(a).
 
(iii) In addition, on or before each Business Day prior to each Distribution Date, the Master Servicer shall deposit in the Distribution Account (or remit to the Trustee for deposit therein) any Monthly Advances required to be made by the Master Servicer with respect to the Mortgage Loans.
 
(iv) No later than noon New York time on each Business Day prior to each Distribution Date, the Master Servicer will transfer all Available Funds on deposit in the account with respect to the related Distribution Date to the Paying Agent for deposit in the Distribution Account.
 
Section 5.02 Permitted Withdrawals From the Protected Account. 
 
(a) The Company may from time to time make withdrawals from the Protected Account for the following purposes:
 
(i) to pay itself (to the extent not previously paid to or withheld by the Company), as servicing compensation in accordance with Section 3.10, that portion of any payment of interest that equals the Servicing Fee for the period with respect to which such interest payment was made, and, as additional servicing compensation, those other amounts set forth in Section 3.10;
 
(ii) to reimburse the Company for Advances made by it with respect to the Mortgage Loans, provided, however, that the Company’s right of reimbursement pursuant to this subclause (ii) shall be limited to amounts received on particular EMC Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds and Insurance Proceeds and Subsequent Recoveries) that represent late recoveries of payments of principal and/or interest on such particular EMC Mortgage Loan(s) in respect of which any such Advance was made;
 
(iii) to reimburse the Company for any previously made portion of a Servicing Advance or an Advance made by the Company that, in the good faith judgment of the Company, will not be ultimately recoverable by it from the related Mortgagor, any related Liquidation Proceeds, Insurance Proceeds or otherwise (a “Nonrecoverable Advance”), to the extent not reimbursed pursuant to clause (ii) or clause (v);
 
(iv) to reimburse the Company from Insurance Proceeds for Insured Expenses covered by the related Insurance Policy;
 
(v) to pay the Company any unpaid Servicing Fees and to reimburse it for any unreimbursed Servicing Advances, provided, however, that the Company’s right to reimbursement for Servicing Advances pursuant to this subclause (v) with respect to any EMC Mortgage Loan shall be limited to amounts received on particular EMC Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds, Insurance Proceeds and purchase and repurchase proceeds) that represent late recoveries of the payments for which such Servicing Advances were made;
 
(vi) to pay to the Seller, the Depositor or itself, as applicable, with respect to each EMC Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 4.20 of this Agreement, all amounts received thereon and not taken into account in determining the related Stated Principal Balance of such repurchased EMC Mortgage Loan;
 
(vii) to pay any expenses recoverable by the Company pursuant to Section 8.04 of this Agreement;
 
(viii) to withdraw pursuant to Section 5.01 any amount deposited in the Protected Account and not required to be deposited therein; and
 
(ix) to clear and terminate the Protected Account upon termination of this Agreement pursuant to Section 11.01 hereof.
 
In addition, no later than 1:00 p.m. Eastern time on the Remittance Date, the Company shall withdraw from the Protected Accounts and remit to the Securities Administrator the amount required to be withdrawn therefrom pursuant to Sections 4.01 and 5.05 hereof. With respect to any remittance received by the Securities Administrator from EMC after the date on which such remittance was due, EMC shall pay to the Securities Administrator interest on any such late remittance at an annual rate equal to the prime rate announced to be in effect from time to time as published as the average rate in The Wall Street Journal (Northeast Edition), plus two percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be deposited in EMC’s Protected Account by EMC on the date such late payment is made and shall cover the period commencing with the day following the date on which such remittance was due and ending with the Business Day on which such remittance is made, both inclusive. Such interest shall be remitted along with the distribution payable on the next succeeding Remittance Date. The payment by EMC of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default with respect to EMC.
 
The Company shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Protected Account pursuant to subclauses (i), (ii), (iv), (v) and (vi) above. Prior to making any withdrawal from the Protected Account pursuant to subclause (iii), the Company shall deliver to the Trustee an Officer’s Certificate of a Servicing Officer indicating the amount of any previous Advance or Servicing Advance determined by the Company to be a Nonrecoverable Advance and identifying the related EMC Mortgage Loan(s), and their respective portions of such Nonrecoverable Advance.
 
Section 5.03 Reports to Master Servicer. 
 
(i)  On or before the tenth calendar day of each month, the Company shall furnish to the Master Servicer electronically in a format acceptable to the Master Servicer loan accounting reports in the investor’s assigned loan number order to document the payment activity on each EMC Mortgage Loan on an individual mortgage loan basis and containing the data required by the forms attached hereto as Exhibit S, Exhibit T and Exhibit U or in a format mutually agreed upon between the Company and the Master Servicer.
 
In addition, the Company shall provide to the Master Servicer and the Depositor:
 
(i) any and all information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Depositor or any such other participant shall request upon reasonable demand; and
 
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the Depositor and the Company or any such other participant.
 
Section 5.04 Collection of Taxes; Assessments and Similar Items; Escrow Accounts. 
 
With respect to each EMC Mortgage Loan, to the extent required by the related Mortgage Note, the Company shall establish and maintain one or more accounts (each, an “Escrow Account”) and deposit and retain therein all collections from the Mortgagors (or advances by the Company) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Company to compel a Mortgagor to establish an Escrow Account in violation of applicable law.
 
Withdrawals of amounts so collected from the Escrow Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, condominium or PUD association dues, or comparable items, to reimburse the Company out of related collections for any payments made with respect to each EMC Mortgage Loan pursuant to Section 3.01 (with respect to taxes and assessments and insurance premiums) and Section 3.05 (with respect to hazard insurance), to refund to any Mortgagors for any EMC Mortgage Loans any sums as may be determined to be overages, to pay interest, if required by law or the terms of the related Mortgage or Mortgage Note, to such Mortgagors on balances in the Escrow Account or to clear and terminate the Escrow Account at the termination of this Agreement in accordance with Section 11.01 thereof. The Escrow Account shall not be a part of the Trust Fund.
 
Section 5.05 Servicer Protected Accounts. 
 
(a) The Master Servicer shall enforce the obligation of the Company and the Servicers to establish and maintain a Protected Account in accordance with this Agreement and the Servicing Agreements, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited within one Business Day (or as of such other time specified in the Servicing Agreements) of receipt all collections of principal and interest on any Mortgage Loan and with respect to any REO Property received by the Company or the related Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries, and advances made from the Company’s or such Servicer’s own funds (less servicing compensation as permitted by this Agreement or the related Servicing Agreement) and all other amounts to be deposited in the Protected Accounts. Each of the Company and the Servicers are hereby authorized to make withdrawals from and deposits to the related Protected Account for purposes required or permitted by this Agreement. To the extent provided in this Agreement or any Servicing Agreement, the Protected Account shall be held in a Designated Depository Institution and segregated on the books of such institution in the name of the Trustee for the benefit of Certificateholders.
 
(b) To the extent provided in this Agreement or any Servicing Agreement, amounts on deposit in a Protected Account may be invested in Permitted Investments in the name of the Trustee for the benefit of Certificateholders and, except as provided in the preceding paragraph, not commingled with any other funds, such Permitted Investments to mature, or to be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Distribution Account, and shall be held until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 5.05 shall be paid to the Company or the related Servicer under this Agreement or the related Servicing Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Company or the related Servicer, as the case may be. The Company or the related Servicer (to the extent provided in this Agreement or the related Servicing Agreement) shall deposit the amount of any such loss in the Protected Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.
 
(c) To the extent provided in this Agreement or the related Servicing Agreement and subject to this Article V, on or before each Remittance Date, the Company or the related Servicer shall withdraw or shall cause to be withdrawn from its Protected Account and shall immediately deposit or cause to be deposited in the Distribution Account amounts representing the following collections and payments (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date):
 
(i) Scheduled Payments on the Mortgage Loans received or any related portion thereof advanced by the Company or the related Servicer pursuant to the related Servicing Agreement which were due on or before the related Due Date, net of the amount thereof comprising the Servicing Fees;
 
(ii) Full Principal Prepayments and any Liquidation Proceeds received by the Company or the related Servicer with respect to such Mortgage Loans in the related Prepayment Period, with interest to the date of prepayment or liquidation, net of the amount thereof comprising the Servicing Fees and LPMI Fees, if any;
 
(iii) Partial Principal Prepayments received by the Company or the related Servicer for such Mortgage Loans in the related Prepayment Period;
 
(iv) Any amount to be used as an Advance; and
 
(v) The amount of any Prepayment Charges collected with respect to the Mortgage Loans and the amount of any Prepayment Charges paid by the Company or the related Servicer in connection with the waiver of a Prepayment Charge in a manner that is not permitted under this Agreement or the related Servicing Agreement.
 
(d) Withdrawals may be made from a Protected Account by the Company as described in Section 5.02 hereof and by the Master Servicer or the related Servicer only to make remittances as provided in Section 5.05(c); to reimburse the Master Servicer or the Servicer for Advances which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 11.01. As provided in Section 5.05(c) certain amounts otherwise due to the related Servicer may be retained by the related Servicer and need not be deposited in the Distribution Account.
 
Section 5.06 [Reserved]. 
 
Section 5.07 [Reserved]. 
 
Section 5.08 Distribution Account. 
 
(a) The Securities Administrator shall establish and maintain in the name of the Trustee, for the benefit of the Certificateholders, the Distribution Account as a segregated trust account or accounts. The Distribution Account shall be an Eligible Account. The Master Servicer or Servicer, as the case may be, will remit to the Securities Administrator for deposit in the Distribution Account the following amounts:
 
(i) any Advance and any Compensating Interest Payments;
 
(ii) any Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received by or on behalf of the Master Servicer or which were not deposited in a Protected Account;
 
(iii) the Repurchase Price with respect to any Mortgage Loans purchased by the Seller or Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section 5.09 of this Agreement as the payment of such a Repurchase Price, the Repurchase Price with respect to any Mortgage Loans purchased by EMC pursuant to Section 4.20, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Seller or its designee pursuant to Section 11.01;
 
(iv) any amounts required to be deposited with respect to losses on investments of deposits in an Account; and
 
(v) any other amounts received by or on behalf of the Master Servicer or the Trustee and required to be deposited in the Distribution Account pursuant to this Agreement.
 
(b) All amounts deposited to the Distribution Account shall be held by the Securities Administrator in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the Master Servicer or the related Servicer to the Distribution Account. In the event that the Master Servicer shall deposit or cause to be deposited to the Distribution Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding.
 
(c) The Distribution Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities Administrator and the Distribution Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator. The amount at any time credited to the Distribution Account may be, as directed by the Master Servicer, held either uninvested in a trust or deposit account of the Securities Administrator with no liability for interest or other compensation thereof, except as otherwise agreed in writing with the Master Servicer, or invested in the name of the Trustee, in such Permitted Investments as may be selected by the Master Servicer on such direction which mature not later than the Business Day next preceding the succeeding Distribution Date, except if such Permitted Investment is an obligation of or is managed by the institution that maintains such fund or account, then such Permitted Investment shall mature not later than such Distribution Date. Permitted Investments in respect of the Distribution Account shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit in the Distribution Account or benefit from funds uninvested therein from time to time shall be for the account of the Master Servicer. The Master Servicer shall be permitted to receive distribution of any and all investment earnings from the Distribution Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Master Servicer shall deposit the amount of the loss in the Distribution Account. With respect to the Distribution Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.
 
Section 5.09 Permitted Withdrawals and Transfers from the Distribution Account. 
 
(a) The Securities Administrator will make such withdrawals or transfers from the Distribution Account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement or any Servicing Agreement (limited in the case of amounts due the Master Servicer to those not withdrawn from the Distribution Account in accordance with the terms of this Agreement; provided that the Securities Administrator shall not be responsible for such determination and may rely on the Master Servicer’s instructions under this Section 5.09):
 
(i) to reimburse the Master Servicer, the Company or the related Servicer for any Advance or Servicing Advance of its own funds, the right of the Master Servicer, the Company or the related Servicer to reimbursement pursuant to this subclause (i) being limited to amounts received on a particular Mortgage Loan (including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late payments or recoveries of the principal of or interest on such Mortgage Loan respecting which such Advance or Servicing Advance was made;
 
(ii) to reimburse the Master Servicer, the Company or the related Servicer from Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Master Servicer, the Company or the related Servicer in good faith in connection with the restoration of the related Mortgaged Property which was damaged by an uninsured cause or in connection with the liquidation of such Mortgage Loan;
 
(iii) to reimburse the Master Servicer, the Company or the related Servicer from Insurance Proceeds relating to a particular Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan and to reimburse the Master Servicer, the Company or the related Servicer from Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage Loan; provided that the Master Servicer shall not be entitled to reimbursement for Liquidation Expenses with respect to a Mortgage Loan to the extent that (i) any amounts with respect to such Mortgage Loan were paid as Excess Liquidation Proceeds pursuant to clause (x) of this Subsection (a) to the Master Servicer; and (ii) such Liquidation Expenses were not included in the computation of such Excess Liquidation Proceeds;
 
(iv) to reimburse the Master Servicer, the Company or a Servicer for advances of funds pursuant to this Agreement or the related Servicing Agreement, and the right to reimbursement pursuant to this subclause being limited to amounts received on the related Mortgage Loan (including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late recoveries of the payments for which such advances were made;
 
(v) to reimburse the Master Servicer, the Company or a Servicer for any Advance or advance, after a Realized Loss has been allocated with respect to the related Mortgage Loan if the Advance or advance has not been reimbursed pursuant to clauses (i) through (iv);
 
(vi) to pay the Master Servicer as set forth in Section 4.14;
 
(vii) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and reimbursable to it pursuant to Sections 4.03, 8.04(c) and (d) and 12.02 or otherwise reimbursable to it pursuant to this Agreement;
 
(viii) to pay to the Master Servicer, as additional servicing compensation, any Excess Liquidation Proceeds to the extent not retained by the Company or the related Servicer;
 
(ix) to reimburse or pay the Company or the related Servicer any such amounts as are due thereto under this Agreement or the related Servicing Agreement and have not been retained by or paid to the Company or the related Servicer, to the extent provided herein and in the related Servicing Agreement;
 
(x) to reimburse the Trustee, the Custodian or the Securities Administrator for expenses, costs and liabilities incurred by or reimbursable to it pursuant to this Agreement;
 
(xi) to remove amounts deposited in error; and
 
(xii) to clear and terminate the Distribution Account pursuant to Section 11.01.
 
(b) The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any reimbursement from the Distribution Account pursuant to subclauses (i) through (iv), inclusive, and (vi) or with respect to any such amounts which would have been covered by such subclauses had the amounts not been retained by the Master Servicer without being deposited in the Distribution Account under Section 5.08.
 
(c) On each Distribution Date, the Securities Administrator shall distribute the Interest Funds and Principal Funds to the extent of funds on deposit in the Distribution Account to the Holders of the Certificates in accordance with the Remittance Report upon which the Securities Administrator may conclusively rely.
 



ARTICLE VI
 
DISTRIBUTIONS AND ADVANCES
 
Section 6.01 Advances. 
 
(a) The Company shall make an Advance with respect to any EMC Mortgage Loan and remit such Advance to the Securities Administrator for deposit in the Distribution Account no later than 1:00 p.m. Eastern time on the Remittance Date in immediately available funds. The Master Servicer shall cause the related Servicer to remit any such Advance required pursuant to the terms of the related Servicing Agreement. The Company or the related Servicer, as applicable, shall be obligated to make any such Advance only to the extent that such advance would not be a Nonrecoverable Advance. If the Company or the related Servicer shall have determined that it has made a Nonrecoverable Advance or that a proposed Advance or a lesser portion of such Advance would constitute a Nonrecoverable Advance, the Company or the related Servicer, as the case may be, shall deliver (i) to the Securities Administrator for the benefit of the Certificateholders constituting the remaining portion of such Advance, if applicable, and (ii) to the Depositor, the Master Servicer, each Rating Agency and the Trustee an Officer’s Certificate setting forth the basis for such determination. Subject to the Master Servicer’s recoverability determination, in the event that a Servicer fails to make a required Advance, the Master Servicer, as successor servicer, shall be required to remit the amount of such Advance to the Distribution Account. Subject to the Securities Administrator’s recoverability determination, in the event that the Master Servicer fails to make a required Advance, the Securities Administrator shall be required to remit the amount of such Advance to the Distribution Account.
 
In lieu of making all or a portion of such Advance from its own funds, the Company may (i) cause to be made an appropriate entry in its records relating to the Protected Account that any Amounts Held for Future Distribution has been used by the Company in discharge of its obligation to make any such Advance and (ii) transfer such funds from the Protected Account to the Distribution Account. Any funds so applied and transferred shall be replaced by the Company by deposit in the Distribution Account, no later than the close of business on the Remittance Date immediately preceding the Distribution Date on which such funds are required to be distributed pursuant to this Agreement.
 
The Company shall be entitled to be reimbursed from the Protected Account for all Advances of its own funds made pursuant to this Section as provided in Section 5.02. The obligation to make Advances with respect to any EMC Mortgage Loan shall continue until such EMC Mortgage Loan is paid in full or the related Mortgaged Property or related REO Property has been liquidated or until the purchase or repurchase thereof (or substitution therefor) from the Trust Fund pursuant to any applicable provision of this Agreement, except as otherwise provided in this Section 6.01.
 
(b) If the Company or the related Servicer was required to make an Advance pursuant to this Agreement or the related Servicing Agreement and fails to make any required Advance, the Master Servicer, as successor servicer, or an other successor servicer appointed by it, will remit to the Securities Administrator, who in turn will deposit in the Distribution Account not later than the Business Day prior to the Distribution Date an amount equal to such Advance, net of the Servicing Fee for such Mortgage Loan except to the extent the Master Servicer determines any such Advance to be nonrecoverable from Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which such Advance was made. Subject to the foregoing, the Master Servicer shall continue to make such Advances through the date that the Company or the related Servicer is required to do so under this Agreement or the related Servicing Agreement, as applicable. If applicable, on the related Remittance Date, the Master Servicer shall present an Officer’s Certificate to the Trustee (i) stating that the Master Servicer elects not to make an Advance in a stated amount and (ii) detailing the reason it deems the advance to be nonrecoverable.
 
Subject to and in accordance with the provisions of Article IX hereof, in the event the Master Servicer fails to make such Advance, then the Trustee, as Successor Master Servicer, shall be obligated to make such Advance, subject to the provisions of this Section 6.01, in accordance with and subject to the terms of this Agreement (including its rights of reimbursement hereunder).
 
Section 6.02 Compensating Interest Payments. 
 
(a) In the event that there is a Prepayment Interest Shortfall arising from a voluntary Principal Prepayment in part or in full by the Mortgagor with respect to any EMC Mortgage Loan, the Company shall, to the extent of the Servicing Fee for such Distribution Date, deposit into the Distribution Account, as a reduction of the Servicing Fee for such Distribution Date, no later than the close of business on the Remittance Date immediately preceding such Distribution Date, an amount equal to the Prepayment Interest Shortfall; and in case of such deposit, the Company shall not be entitled to any recovery or reimbursement from the Depositor, the Trustee, the Seller, the Master Servicer, the Securities Administrator, the Trust Fund or the Certificateholders.
 
(b) The Master Servicer shall cause each Servicer under the related Servicing Agreement to remit any required Compensating Interest Payments to the Distribution Account on the Remittance Date.
 
(c) The Master Servicer shall be required to remit the amount of any such Prepayment Interest Shortfalls required to be paid by the related Servicer pursuant to Section 6.02(a), to the extent of the Master Servicing Compensation for such Distribution Date, in the event the Company or the related Servicer fails to do so.
 
Section 6.03 REMIC Distributions. 
 
On each Distribution Date the Securities Administrator shall be deemed to have allocated distributions to the REMIC Regular Interests, each Regular Interest the ownership of which is represented by the Class A Certificates, the Class C Interest and the Class P Interest in accordance with Section 6.07 hereof.
 
Section 6.04 Distributions. 
 
(a) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds for such Distribution Date shall be withdrawn by the Securities Administrator from the Distribution Account and distributed in the following order of priority:
 
(1) Interest Funds shall be distributed in the following manner and order of priority:
 
(A) to the Class A-1, Class A-2 and Class A-3 Certificates, the Current Interest and any Interest Carry Forward Amount for each such Class, pro rata in accordance with the amount of accrued interest due thereon; and
 
(B) From remaining Interest Funds, sequentially, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, the Current Interest for each such Class.
 
Any Excess Spread to the extent necessary to meet a level of overcollateralization equal to the Overcollateralization Target Amount will be the Extra Principal Distribution Amount and will be included as part of the Principal Distribution Amount. Any Remaining Excess Spread together with any Overcollateralization Release Amount will be applied as Excess Cashflow and distributed pursuant to clauses (3)(A) through (H) below.
 
On any Distribution Date, any Relief Act Interest Shortfalls and any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest will be allocated as set forth in the definition of “Current Interest” herein.
 
(2) On each Distribution Date, the Principal Distribution Amount shall be distributed in the following manner and order of priority:
 
(A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect:
 
(i) To the Class A Certificates, on a pro rata basis, the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balances thereof are reduced to zero;
 
(ii) To the Class M-1 Certificates, from any remaining Principal Funds for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(iii) To the Class M-2 Certificates, from any remaining Principal Funds for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(iv) To the Class M-3 Certificates, from any remaining Principal Funds for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(v) To the Class B-1 Certificates, from any remaining Principal Funds for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(vi) To the Class B-2 Certificates, from any remaining Principal Funds for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(vii) To the Class B-3 Certificates, from any remaining Principal Funds for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(viii) To the Class B-4 Certificates, from any remaining Principal Funds for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero; and
 
(ix) To the Class B-5 Certificates, from any remaining Principal Funds for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero.
 
(B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event is not in effect:
 
(i) To the Class A Certificates, on a pro rata basis, the Class A Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balances thereof are reduced to zero;
 
(ii) To the Class M-1 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(iii) To the Class M-2 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(iv) To the Class M-3 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(v) To the Class B-1 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(vi) To the Class B-2 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(vii) To the Class B-3 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-3 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(viii) To the Class B-4 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-4 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and
 
(ix) To the Class B-5 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-5 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero.
 
(3) Any Excess Cashflow shall be distributed in the following manner and order of priority:
 
(A) To the Class A Certificates, (a) first, any remaining Interest Carry Forward Amount for such Classes, pro rata, in accordance with the Interest Carry Forward Amount due with respect to each such Class, to the extent not fully paid pursuant to clause (1) (A) above and (b) second, any Unpaid Realized Loss Amount for the Class A Certificates, on a pro rata basis, for such Distribution Date, in accordance with the Applied Realized Loss Amount allocated to each such Class;
 
(B) From any remaining Excess Cashflow, sequentially, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, an amount equal to the Interest Carry Forward Amount for each such Class;
 
(C) From any remaining Excess Cashflow otherwise distributable to the Class C Interest and the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Classes of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for such Classes for such Distribution Date, on a pro rata basis, based on the amount of the Basis Risk Shortfall Carry Forward Amount for each such Class, to the extent such amount exceeds the amounts then on deposit in the Reserve Fund, and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit;
 
(D) From any remaining Excess Cashflow otherwise distributable to the Class C Interest and the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, sequentially in that order, any Basis Risk Shortfall Carry Forward Amount for each such Class, for such Distribution Date, if any, to the extent such amount exceeds the amounts then on deposit in the Reserve Fund, and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit;
 
(E) From any remaining Excess Cashflow, to the Class A Certificates, on a pro rata basis, based on the entitlement of each such Class, and then sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, the amount of Relief Act Shortfalls and any Prepayment Interest Shortfalls allocated to such Classes of Certificates, to the extent not previously reimbursed;
 
(F) From any remaining Excess Cashflow, to the Class C Interest and Class C Certificates, an amount equal to the Class C Distribution Amount reduced by amounts distributed in clauses (C) and (D) above; and
 
(G) From any remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3 and Class RX Certificates, based on the related REMIC in which such amount remains.
 
In addition, notwithstanding the foregoing, on any Distribution Date after the Distribution Date on which the Certificate Principal Balance of a Class of Class A, Class B or Class M Certificates has been reduced to zero, that Class of Certificates will be retired and will no longer be entitled to distributions, including distributions in respect of Prepayment Interest Shortfalls or Basis Risk Shortfall Carry Forward Amounts.
 
(b) Subject to Section 11.02 hereof respecting the final distribution, on each Distribution Date the Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either by wire transfer in immediately available funds to the account of such Holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Securities Administrator at least 5 Business Days prior to the related Record Date and (ii) such Holder shall hold Regular Certificates with aggregate principal denominations of not less than $1,000,000 or evidencing a Percentage Interest aggregating 10% or more with respect to such Class or, if not, by check mailed by first class mail to such Certificateholder at the address of such Holder appearing in the Certificate Register. Notwithstanding the foregoing, but subject to Section 11.02 hereof respecting the final distribution, distributions with respect to Certificates registered in the name of a Depository shall be made to such Depository in immediately available funds.
 
(c) Prior to each Distribution Date, or if the Master Servicer and the Securities Administrator are no longer affiliated, on or before 5:00 p.m. Eastern time on the fifth Business Day immediately preceding each Distribution Date, the Master Servicer shall deliver a report to the Securities Administrator in the form of a computer readable magnetic tape (or by such other means as the Master Servicer and the Securities Administrator may agree from time to time) containing such data and information, as agreed to by the Master Servicer and the Securities Administrator such as to permit the Securities Administrator to prepare the Monthly Statement to Certificateholders and to direct the Securities Administrator in writing to make the required distributions for the related Distribution Date (the “Remittance Report”).
 
Section 6.05 Allocation of Realized Losses. 
 
(a) All Realized Losses on the Mortgage Loans shall be allocated by the Securities Administrator on each Distribution Date as follows: first, to Excess Spread through an increased distribution of the Extra Principal Distribution Amount for such Distribution Date; second, to the Class C Interest and Class C Certificates, until the Certificate Principal Balance or Uncertificated Principal Balance thereof, as applicable, has been reduced to zero; third, to the Class B-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class B-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and eleventh, to the Class A Certificates, on a pro rata basis, in reduction of the Certificate Principal Balances thereof, until reduced to zero; provided, however, any Realized Losses otherwise allocable to the Class A-1 Certificates will first be allocated to the Class A-3 Certificates, until the Certificate Principal Balance of that class has been reduced to zero, and then to the Class A-1 Certificates. All Realized Losses to be allocated to the Certificate Principal Balances of all Classes on any Distribution Date shall be so allocated after the actual distributions to be made on such date as provided above. All references above to the Certificate Principal Balance of any Class of Certificates shall be to the Certificate Principal Balance of such Class immediately prior to the relevant Distribution Date, before reduction thereof by any Realized Losses, in each case to be allocated to such Class of Certificates, on such Distribution Date.
 
(b) Any allocation of Realized Losses to a Class of Certificates or to the Class C Interest on any Distribution Date shall be made by reducing the Certificate Principal Balance or Uncertificated Principal Balance thereof by the amount so allocated; any allocation of Realized Losses to Excess Spread shall be made by reducing the amount otherwise payable in respect of the Class C Interest and the Class C Certificates pursuant to clause (F) of Section 6.04(a)(3).
 
Notwithstanding the foregoing, no such allocation of any Realized Loss shall be made on a Distribution Date to any Class of Certificates to the extent that such allocation would result in the reduction of the aggregate Certificate Principal Balance of all the Certificates as of such Distribution Date (other than the Class C Certificates and Class P Certificates) after giving effect to all distributions and prior allocations of Realized Losses on the Mortgage Loans on such date, to an amount less than the aggregate Stated Principal Balance of all of the Mortgage Loans as of the first day of the month of such Distribution Date (such limitation, the “Loss Allocation Limitation”). In addition in no event will the Certificate Principal Balance of any Certificate be reduced more than once in respect of any particular amount both (i) allocable to such Certificate in respect of Realized Losses and (ii) payable as principal to the Holder of such Certificate from Remaining Excess Spread.
 
As used herein, an allocation of a Realized Loss on a “pro rata basis” among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date. All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby.
 
(i)All Realized Losses on the Mortgage Loans shall be allocated by the Securities Administrator on each Distribution Date to the following REMIC I Regular Interests in the specified percentages, as follows: first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount (without duplication of shortfalls allocated pursuant to Section 1.02), 98.00% and 2.00%, respectively; second, to the Uncertificated Principal Balances of REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-5 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-5 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-4 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-4 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-3 has been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-2 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-2 has been reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-1 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-1 has been reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-3 has been reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-2 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-2 has been reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-1 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-1 has been reduced to zero; and eleventh, to the Uncertificated Principal Balance of REMIC I Regular Interest AA, 98.00%, to the Uncertificated Principal Balances of REMIC I Regular Interests A-1, A-2 and A-3, 1.00% pro rata, and to the Uncertificated Principal Balance of REMIC I Regular Interest ZZ, 1.00%, until the Uncertificated Principal Balances of such REMIC I Regular Interests A-1, A-2 and A-3 have been reduced to zero, provided that any such Realized Losses otherwise allocable to REMIC I Regular Interest A-1 shall be first allocated to REMIC I Regular Interest A-3, until the Uncertificated Principal Balance thereof has been reduced to zero.
 
(ii) All Realized Losses on the Mortgage Loans shall be allocated on each Distribution Date to the REMIC II Regular Interests in the same manner and priority as Realized Losses are allocated to the Corresponding Certificates and, in the case of REMIC II Regular Interest C, to the Class C Interest, pursuant to Section 6.05(a); provided, however, that solely for purposes of allocating such Realized Losses to the REMIC II Regular Interests, any such losses allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates.
 
Section 6.06 Monthly Statements to Certificateholders. 
 
(a) Not later than each Distribution Date, the Securities Administrator shall prepare and make available to each Holder of Certificates, the Trustee, the Master Servicer and the Depositor a statement setting forth for the Certificates:
 
(i) the applicable accrual periods for calculating distributions and general distribution dates;
 
(ii) the total cash flows received and the general sources thereof;
 
(iii) the amount, if any, of fees or expenses accrued and paid, with an identification of the payee and the general purpose of such fees including the related amount of the Servicing Fees paid to or retained by the related Servicer or the Company for the related Due Period;
 
(iv) the amount of the related distribution to Holders of the Class A, Class M and Class B Certificates (by Class) allocable to principal, separately identifying (A) the aggregate amount of any Principal Prepayments included therein, (B) the aggregate of all scheduled payments of principal included therein and (C) the Extra Principal Distribution Amount (if any);
 
(v) the amount of such distribution to Holders of each Class of Class A, Class M and Class B Certificates allocable to interest
 
(vi) the amount of the distribution made on such Distribution Date to the Holders of the Class P Certificates allocable to Prepayment Charges
 
(vii)the Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward Amounts for each Class of Certificates (if any);
 
(viii) the Pass-Through Rate for each Class of Class A, Class M and Class B Certificates with respect to the current Accrual Period, and, if applicable, whether such Pass-Through Rate was limited by the related Net Rate Cap;
 
(ix) the number and Stated Principal Balance of all of the Mortgage Loans for the related Distribution Date, together with updated pool composition information including the following: weighted average mortgage rate and weighted average remaining term;
 
(x) the Certificate Principal Balance or Certificate Notional Amount, as applicable, of each Class before and after giving effect (i) to all distributions allocable to principal on such Distribution Date and (ii) the allocation of any Applied Realized Loss Amounts for such Distribution Date;
 
(xi) the number and aggregate Stated Principal Balance of the Mortgage Loans (A) Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy and those Liquidated Mortgage Loans as of the end of a Prepayment Period) (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent, (B) in foreclosure and delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent and (C) in bankruptcy and delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent, in each case as of the close of business on the last day of the calendar month preceding such Distribution Date;
 
(xii) the amount of aggregate Advances included in the distribution on such Distribution Date (including the general purpose of such Advances), the aggregate amount of unreimbursed Advances as of the end of the Due Period, and the general source of funds for reimbursements;
 
(xiii) the amount of, if any, of excess cashflow or excess spread and the application of such excess cashflow;
 
(xiv) the cumulative amount of Applied Realized Loss Amounts through the end of the preceding month;
 
(xv)if applicable, material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the preceding calendar month or that have become material over time;
 
(xvi) with respect to any Mortgage Loan that was liquidated during the preceding calendar month, the aggregate Stated Principal Balance of, and Realized Loss on, such Mortgage Loans as of the close of business on the Determination Date preceding such Distribution Date;
 
(xvii) unless otherwise set forth in the Form 10-D relating to such distribution date, material breaches of pool asset representation or warranties or transaction covenants which have been reported to the securities administrator in accordance with this Agremeetn or the related Servicing Agreement;
 
(xviii) the total number and principal balance of any real estate owned or REO Properties as of the end of the related Due Period;
 
(xix) the three month rolling average of the percent equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Mortgage Loans that are 60 days or more delinquent or are in bankruptcy or foreclosure or are REO Properties, and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans in each case as of the end of the Prepayment Period;
 
(xx) the Realized Losses as of the close of business on the last day of the calendar month preceding such Distribution Date and the cumulative Realized Losses through the end of the preceding month;
 
(xxi) whether a Trigger Event exists;
 
(xxii) information on loss and delinquency used for determining early amortization, liquidation, stepdowns or other performance triggers and whether the trigger was met;
 
(xxiii) the amount of the Prepayment Charges remitted by the Servicers and the amount on deposit in the Reserve Fund; and
 
(xxiv) updated pool composition data including the following: weighted average mortgage rate and weighted average remaining term.
 
The Securities Administrator may make the foregoing Monthly Statement (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders via the Securities Administrator’s internet website. The Securities Administrator’s internet website shall initially be located at “www.ctslink.com”. Assistance in using the website can be obtained by calling the Securities Administrator’s customer service desk at (301) 815-6600. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Securities Administrator may change the way Monthly Statements are distributed in order to make such distributions more convenient or more accessible to the above parties.
 
(b) The Securities Administrator’s responsibility for making the above information available to the Certificateholders is limited to the availability, timeliness and accuracy of the information derived from the Master Servicer, the Company and the Servicers. The Securities Administrator will make available a copy of each statement provided pursuant to this Section 6.06 to each Rating Agency.
 
(c) Within a reasonable period of time after the end of each calendar year, the Securities Administrator shall furnish upon request to each Person who at any time during the calendar year was a Certificateholder, the information set forth in clauses (a)(iv) and (a)(v) of this Section 6.06 aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Securities Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Trustee or the Securities Administrator pursuant to any requirements of the Code as from time to time in effect.
 
(d) Upon filing with the Internal Revenue Service, the Securities Administrator shall furnish to the Holders of the Residual Certificates the applicable Form 1066 and each applicable Form 1066Q and shall respond promptly to written requests made not more frequently than quarterly by any Holder of a Residual Certificate with respect to the following matters:
 
(i) The original projected principal and interest cash flows on the Closing Date on each class of Regular Interests and Residual Interests created hereunder and on the Mortgage Loans, based on the Prepayment Assumption;
 
(ii) The projected remaining principal and interest cash flows as of the end of any calendar quarter with respect to each class of Regular Interests and Residual Interests created hereunder and the Mortgage Loans, based on the Prepayment Assumption;
 
(iii) The applicable Prepayment Assumption and any interest rate assumptions used in determining the projected principal and interest cash flows described above;
 
(iv) The original issue discount (or, in the case of the Mortgage Loans, market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of Regular Interests or Residual Interests created hereunder and to the Mortgage Loans, together with each constant yield to maturity used in computing the same;
 
(v) The treatment of Realized Losses with respect to the Mortgage Loans or the Regular Interests created hereunder, including the timing and amount of any cancellation of indebtedness income of a REMIC with respect to such Regular Interests or bad debt deductions claimed with respect to the related Mortgage Loans;
 
(vi) The amount and timing of any non-interest expenses of a REMIC; and
 
(vii) Any taxes (including penalties and interest) imposed on the REMIC, including, without limitation, taxes on “prohibited transactions,” “contributions” or “net income from foreclosure property” or state or local income or franchise taxes.
 
The information pursuant to clauses (i), (ii), (iii) and (iv) above shall be provided by the Depositor pursuant to Section 10.12.
 
Section 6.07 REMIC Designations and REMIC Distributions. 
 
(a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected Accounts, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, the Class A-1/A-2/A-3 Net WAC Reserve Account, and any Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class C Interest shall constitute assets of REMIC IV. The Class P Interest shall constitute assets of REMIC V.
 
(b) On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests (other than REMIC I Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be:
 
(i) to the holders of the REMIC I Regular Interests (other than REMIC I Regular Interest P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount, and such amount will be payable to the holders of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is the Corresponding Interest, allocated  in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for such Corresponding Interests, provided, however, that solely for purposes of allocating such amount to such REMIC I Regular Interests, any Extra Principal Distribution Amounts allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount;
 
(ii)from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows:
 
(A) 98.00% of such remainder to the holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero;
 
(B) 2.00% of such remainder, first, to the holders of each REMIC I Regular Interest for which a REMIC II Regular Interest (other than REMIC I Regular Interest P) is the Corresponding Interest, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for such Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero, provided, however, that solely for purposes of allocating such principal payments to such REMIC I Regular Interests, any principal payments allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates, and second, to the holders of REMIC I Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; and
 
(C) any remaining amount to the Holders of the Class R-1 Certificates.
 
(c) On each Distribution Date, all amounts representing Prepayment Charges shall be deemed distributed in respect of REMIC I Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular Interest P in reduction of the Uncertificated Principal Balance thereof.
 
(d) On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests (other than REMIC II Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-2 Certificates, as the case may be:
 
(i)to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest C, as paid to the Class C Interest, the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest C, the REMIC II Regular Interest C Distribution Amount) for such Distribution Date, plus any amounts in respect thereof remaining unpaid from previous Distribution Dates; and
 
(ii)to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in an amount equal to the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated in the same manner and priority as paid to the Corresponding Certificates, until the Uncertificated Principal Balances thereof have been reduced to zero, provided, however, that solely for purposes of allocating such principal payments to such REMIC II Regular Interests, any principal payments allocable to the Class A-2 Certificates and Class A-3 Certificates shall be deemed to be allocated to the Class A-1 Certificates, and any remaining amount to the Holders of the Class R-2 Certificates.
 
(e) On each Distribution Date, all amounts representing Prepayment Charges distributed in respect of REMIC I Regular Interest P shall be deemed to be distributed in respect of REMIC II Regular Interest P, provided that such amounts shall not reduce the Uncertificated Principal Balance of REMIC II Regular Interest P. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed distributed in respect of REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

(f) On each Distribution Date, for federal income tax purposes, (1) (i) the Regular Interest the ownership of which is represented by the Class A-1 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC III Pass-Through Rate on an amount equal to the then current Certificate Principal Balance of the Class A-1 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, (ii) the Regular Interest the ownership of which is represented by the Class A-2 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC III Pass-Through Rate on the Uncertificated Notional Amount for such Regular Interest for such Distribution Date, and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, and (iii) the Regular Interest the ownership of which is represented by the Class A-3 Certificates shall be deemed to receive (x) accrued interest at the related Uncertificated REMIC III Pass-Through Rate on an amount equal to the then current Certificate Principal Balance of the Class A-3 Certificates and (y) any amounts in respect thereof remaining unpaid from previous Distribution Dates for such Regular Interest, and (2) amounts distributable in reduction of the Certificate Principal Balances of the Class A-1, Class A-2 and Class A-3 Certificates shall be deemed distributed to the Regular Interest the ownership of which is represented by such Certificates in reduction of the related principal balance thereof. Any amounts received on each Distribution Date by Holders of the Class A Certificates at a rate equal to the related Pass-Through Rate which is in excess of, or less than, the amounts specified above in the related clause (x) for the Regular Interests the ownership of which is represented by such Certificates shall be treated in accordance with the provisions relating to Class A-1/A-2 Net WAC Pass-Through Amounts and/or Class A-3/A-2 Net WAC Pass-Through Amounts, as applicable, in Section 6.10.
 
(g) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 6.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable to the Class C Interest.
 
(h) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest.
 
Section 6.08 Reserve Fund. 
 
(a) The Securities Administrator shall establish a Reserve Fund on behalf of the Holders of the Class A, Class B and Class M Certificates. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, Wells Fargo Bank, N.A. as Securities Administrator for the benefit of Holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2006-AC4, Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class C”. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund an amount equal to the Reserve Fund Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall Carry Forward Amount payable to any Class of Certificates, the Securities Administrator shall deposit the amounts pursuant to clauses (C) and (D) of Section 6.04(a)(3) into the Reserve Fund, and the Securities Administrator has been directed by the Class C Certificateholder to distribute any amounts then on deposit in the Reserve Fund to the Holders of the Class A, Class M and Class B Certificates in respect of the Basis Risk Shortfall Carry Forward Amount for each such Class in the priorities set forth in clauses (C) and (D) of Section 6.04(a)(3). Any amount paid to the Holders of Class A, Class M or Class B Certificates from amounts distributable pursuant to clauses (C) and (D) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts shall be treated as distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by the Class C Certificateholder to the Holders of the Class A, Class M or Class B Certificates. Any payments to the Holders of the Class A, Class M or Class B in respect of Basis Risk Shortfall Carry Forwards Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Section 860G(a)(1) of the Code.
 
(b) The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class C Certificateholders shall be the beneficial owners of the Reserve Fund, subject to the power of the Securities Administrator to transfer amounts under Section 6.04(a)(3). Amounts in the Reserve Fund shall be held either uninvested in a trust or deposit account of the Securities Administrator with no liability for interest or other compensation thereof or, at the direction of the Class C Certificateholder, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. All net income and gain from such investments shall be distributed to the Class C Certificateholder, not as a distribution in respect of any interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund shall be taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class C Certificateholder out of its own funds immediately as realized. In the event that the Class C Certificateholder shall fail to provide investment instructions to the Securities Administrator, the amounts on deposit in the Reserve Fund shall be held uninvested.
 
(c) For federal tax return and information reporting, the right of the Holders of the Class A, Class M and Class B Certificates to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall Carry Forward Amounts shall be assigned a value of zero.
 
Section 6.09 Class P Certificate Account. 
 
The Securities Administrator shall establish and maintain with itself a separate, segregated trust account for each of the Class P Certificates, titled “Bear Stearns Asset-Backed Securities I Trust 2006-AC4 Class P Certificate Account” (the “Class P Certificate Account”). On the Closing Date, the Depositor will deposit, or cause to be deposited in the Class P Certificate Account $100.00. Prepayment charges shall be allocated to the Class P Certificate. The amount on deposit in the Class P Certificate Account shall be held uninvested. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, the Securities Administrator shall withdraw the amount on deposit in the Class P Certificate Account and remit such amount to the Holders of the Class P Certificates in reduction of the Certificate Principal Balance thereof.
 
Section 6.10 Class A-1/A-2 Net WAC Pass-Through Amount; Class A-3/A-2 Net WAC Pass-Through Amount; Class A-1/A-2/A-3 Net WAC Reserve Account.
 
(a) The Securities Administrator shall establish a Class A-1/A-2/A-3 Net WAC Reserve Account on behalf of the Holders of the Class A-1, Class A-2 and Class A-3 Certificates. The Class A-1/A-2/A-3 Net WAC Reserve Account shall be an Eligible Account. The Class A-1/A-2/A-3 Net WAC Reserve Account shall be entitled “Class A-1/A-2/A-3 Net WAC Reserve Account, Wells Fargo Bank, N.A., as Securities Administrator on behalf of U.S. Bank National Association, as Trustee for the benefit of Holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2006-AC4, Class A-1, Class A-2 and Class A-3 Certificates”. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Class A-1/A-2/A-3 Net WAC Reserve Account an amount equal to the Class A-1/A-2/A-3 Net WAC Reserve Account Deposit.
 
(b) On each Distribution Date on which the weighted average of the Net Mortgage Rates on the Mortgage Loans is less than the Class A-1/A-2/A-3 Target Rate, the accrued interest in respect of the Regular Interest the ownership of which is represented by the Class A-1 Certificates will include the Class A-1/A-2 Net WAC Pass-Through Amount for such Distribution Date, and the accrued interest in respect of the Regular Interest the ownership of which is represented by the Class A-3 Certificates will include the Class A-3/A-2 Net WAC Pass-Through Amount for such Distribution Date. On each such Distribution Date, the Securities Administrator shall deposit into the Class A-1/A-2/A-3 Net WAC Reserve Account the Class A-1/A-2 Net WAC Pass-Through Amount and the Class A-3/A-2 Net WAC Pass-Through Amount, in each case for such Distribution Date, rather than distributing such amounts to the Class A-1 Certificateholders and Class A-3 Certificateholders, respectively. Notwithstanding the foregoing, for federal, state and local tax purposes, such Class A-1/A-2 Net WAC Pass-Through Amount shall be deemed distributed to the Class A-1 Certificateholders in respect of the Regular Interest the ownership of which is represented by the Class A-1 Certificates, and such Class A-3/A-2 Net WAC Pass-Through Amount shall be deemed distributed to the Class A-3 Certificateholders in respect of the Regular Interest the ownership of which is represented by the Class A-3 Certificates. On each such Distribution Date, the Securities Administrator shall hold the Class A-1/A-2 Net WAC Pass-Through Amount and the Class A-3/A-2 Net WAC Pass-Through Amount for the benefit of the Holders of the Class A-2 Certificates, and shall distribute such amount to the Holders of the Class A-2 Certificates. Payments to the Holders of the Class A-2 Certificates of any Class A-1/A-2 Net WAC Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through Amount will not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
 
(c) By accepting a Class A-1 Certificate or Class A-3 Certificate, each Class A-1 Certificateholder or Class A-3 Certificateholder thereby agrees to direct the Securities Administrator, and the Securities Administrator is hereby directed, to deposit into the Class A-1/A-2/A-3 Net WAC Reserve Account any Class A-1/A-2 Net WAC Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through Amount, as applicable, rather than distributing such amount to the Class A-1 Certificateholders or Class A-3 Certificateholders and further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. By accepting a Class A-1 Certificate or Class A-3 Certificate, each Class A-1 Certificateholder or Class A-3 Certificateholder acknowledges that any such Class A-1/A-2 Net WAC Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through Amount, as applicable, shall for federal, state and local tax purposes be deemed distributed in respect of the Regular Interest the ownership of which is represented by the Class A-1 Certificates or Class A-3 Certificates, respectively. By accepting a Class A-2 Certificate, each Class A-2 Certificateholder acknowledges that for federal, state and local tax purposes any payments of such Class A-1/A-2 Net WAC Pass-Through Amount or Class A-3/A-2 Net WAC Pass-Through Amount, as applicable, shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
 
(d) The Class A-1/A-2/A-3 Net WAC Reserve Account is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Class A-1/A-2/A-3 Net WAC Reserve Account. The Class A-1 Certificateholders and Class A-3 Certificateholders shall be the beneficial owner of the Class A-1/A-2/A-3 Net WAC Reserve Account, ratably in proportion to any Class A-1/A-2 Net WAC Pass-Through Amounts and Class A-3/A-2 Net WAC Pass-Through Amounts, respectively, that are deposited into such account, in each case subject to the power of the Securities Administrator to transfer amounts under clause (b) above. Amounts in the Class A-1/A-2/A-3 Net WAC Reserve Account shall be held uninvested.
 



ARTICLE VII

THE CERTIFICATES
 
Section 7.01 The Certificates. 
 
The Certificates shall be substantially in the forms attached hereto as Exhibits A-1 through A-7. The Certificates shall be issuable in registered form, in the minimum dollar denominations, integral dollar multiples in excess thereof (except that one Certificate of each Class may be issued in a different amount which must be in excess of the applicable minimum dollar denomination) and aggregate dollar denominations as set forth in the following table:
 

Class
 
Minimum Denomination
 
Integral Multiple in Excess of Minimum
 
Initial Certificate Principal Balance
 
Pass-Through Rate
 
A-1
 
$
100,000
 
$
1,000
 
$
270,173,000.00
 
Class A-1 Pass-Through Rate
 
A-2
 
$
100,000
 
$
1,000
 
$
63,086,000.00
 
Class A-2 Pass-Through Rate
 
A-3
 
$
100,000
 
$
1,000
 
$
3,200,000.00
 
Class A-3 Pass-Through Rate
 
M-1
 
$
100,000
 
$
1,000
 
$
8,171,000.00
 
Class M-1 Pass-Through Rate
 
M-2
 
$
100,000
 
$
1,000
 
$
4,358,000.00
 
Class M-2 Pass-Through Rate
 
M-3
 
$
100,000
 
$
1,000
 
$
2,360,000.00
 
Class M-3 Pass-Through Rate
 
B-1
 
$
100,000
 
$
1,000
 
$
1,816,000.00
 
Class B-1 Pass-Through Rate
 
B-2
 
$
100,000
 
$
1,000
 
$
1,271,000.00
 
Class B-2 Pass-Through Rate
 
B-3
 
$
100,000
 
$
1,000
 
$
1,271,000.00
 
Class B-3 Pass-Through Rate
 
B-4
 
$
100,000
 
$
1,000
 
$
1,816,000.00
 
Class B-4 Pass-Through Rate
 
B-5
 
$
100,000
 
$
1,000
 
$
1,816,000.00
 
Class B-5 Pass-Through Rate
 
C
 
$
100,000
 
$
1,000
 
$
363,151,281.98
(1)
(3)
 
P
 
$
100
   
N/A
 
$
100.00
(2)
N/A
 
R-1
   
100
%
 
N/A
   
N/A
(2)
N/A
 
R-2
   
100
%
 
N/A
   
N/A
(2)
N/A
 
R-3
   
100
%
 
N/A
   
N/A
(2)
N/A
 
RX
   
100
%
 
N/A
   
N/A
(2)
N/A
 

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

The Certificates shall be executed by manual or facsimile signature on behalf of the Securities Administrator by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Securities Administrator shall bind the Securities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such authentication and delivery. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate the countersignature of the Securities Administrator by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly countersigned and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Securities Administrator shall authenticate the Certificates to be issued at the written direction of the Depositor, or any affiliate thereof.
 
The Depositor shall provide, or cause to be provided, to the Securities Administrator on a continuous basis, an adequate inventory of Certificates to facilitate transfers.
 
Section 7.02 Certificate Register; Registration of Transfer and Exchange of Certificates. 
 
(a) The Securities Administrator shall maintain, or cause to be maintained in accordance with the provisions of Section 7.09 hereof, a Certificate Register for the Trust Fund in which, subject to the provisions of subsections (b) and (c) below and to such reasonable regulations as it may prescribe, the Securities Administrator shall provide for the registration of Certificates and of Transfers and exchanges of Certificates as herein provided. Upon surrender for registration of Transfer of any Certificate, the Securities Administrator shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class and of like aggregate Percentage Interest.
 
At the option of a Certificateholder, Certificates may be exchanged for other Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency of the Securities Administrator. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute, authenticate, and deliver the Certificates that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of Transfer or exchange shall be accompanied by a written instrument of Transfer in form satisfactory to the Securities Administrator duly executed by the Holder thereof or his attorney duly authorized in writing.
 
No service charge to the Certificateholders shall be made for any registration of Transfer or exchange of Certificates, but payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer or exchange of Certificates may be required.
 
All Certificates surrendered for registration of Transfer or exchange shall be canceled and subsequently destroyed by the Securities Administrator in accordance with the Securities Administrator’s customary procedures.
 
(b) No Transfer of a Private Certificate shall be made unless such Transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a Transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such Transfer and such Certificateholder’s prospective transferee shall each certify to the Securities Administrator in writing the facts surrounding the Transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and (x) deliver a letter in substantially the form of either Exhibit E (the “Investment Letter”) or Exhibit F (the “Rule 144A Letter”) or (y) there shall be delivered to the Securities Administrator an Opinion of Counsel addressed to the Securities Administrator that such Transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Depositor, the Seller, the Master Servicer, the Securities Administrator or the Trustee. The Depositor shall provide to any Holder of a Private Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for Transfer of any such Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. The Securities Administrator and the Master Servicer shall cooperate with the Depositor in providing the Rule 144A information referenced in the preceding sentence, including providing to the Depositor such information regarding the Certificates, the Mortgage Loans and other matters regarding the Trust Fund as the Depositor shall reasonably request to meet its obligation under the preceding sentence. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A and Related Matters Certificate as are sufficient to establish that it is a QIB. Each Holder of a Private Certificate desiring to effect such Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Seller, the Securities Administrator and the Master Servicer against any liability that may result if the Transfer is not so exempt or is not made in accordance with such federal and state laws.
 
No Transfer of an ERISA Restricted Certificate shall be made unless either (i) the Master Servicer and the Securities Administrator shall have received a representation from the transferee of such Certificate acceptable to and in form and substance satisfactory to the Master Servicer and the Securities Administrator, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA and/or a plan subject to Section 4975 of the Code, or a Person acting on behalf of any such plan or using the assets of any such plan, or (ii) in the case of any such ERISA Restricted Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, the Securities Administrator shall have received an Opinion of Counsel for the benefit of the Trustee, the Master Servicer and the Securities Administrator and on which they may rely, satisfactory to the Securities Administrator, to the effect that the purchase and holding of such ERISA Restricted Certificate is permissible under applicable law, will not constitute or result in the assets of the Trust being deemed to be “plan assets” under ERISA or the Code, will not result in any prohibited transactions under ERISA or Section 4975 of the Code and will not subject the Trustee, the Master Servicer, the Depositor or the Securities Administrator to any obligation in addition to those expressly undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Master Servicer, the Depositor or the Securities Administrator, or, in the case of a Class B-5 Certificate, the transferee provides a representation, or deemed representation in the case of the Global Certificate or an opinion of counsel to the effect that the proposed transfer and holding of such Certificate and the servicing, management and operation of the Trustee and its assets: (I) will not result in any prohibited transaction which is not covered under an individual or class prohibited transaction exemption, including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23 and (II) will not give rise to any additional obligations on the part of the Depositor, the Securities Administrator, the Master Servicer or the Trustee. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA Restricted Certificate to or on behalf of an employee benefit plan subject to Section 406 of ERISA and/or a plan subject to Section 4975 of the Code without the delivery of the Opinion of Counsel as described above shall be void and of no effect; provided that the restriction set forth in this sentence shall not be applicable if there has been delivered to the Securities Administrator an Opinion of Counsel meeting the requirements of clause (ii) of the first sentence of this paragraph. None of the Trustee, the Securities Administrator or the Master Servicer shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any ERISA Restricted Certificate that is a Book-Entry Certificate, and none of the Trustee, the Securities Administrator or the Master Servicer shall have any liability for transfers of any such Book-Entry Certificates made through the book-entry facilities of any Depository or between or among participants of the Depository or Certificate Owners made in violation of the transfer restrictions set forth herein. None of the Trustee, the Securities Administrator or the Master Servicer shall be under any liability to any Person for any registration of transfer of any ERISA Restricted Certificate that is in fact not permitted by this Section 7.02(b) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement. The Trustee and the Securities Administrator shall each be entitled, but not obligated, to recover from any Holder of any ERISA Restricted Certificate that was in fact an employee benefit plan subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a Person acting on behalf of any such plan at the time it became a Holder or, at such subsequent time as it became such a plan or Person acting on behalf of such a plan, all payments made on such ERISA Restricted Certificate at and after either such time. Any such payments so recovered by the Trustee or the Securities Administrator shall be paid and delivered by the Trustee or the Securities Administrator to the last preceding Holder of such Certificate that is not such a plan or Person acting on behalf of a plan.
 
Each beneficial owner of a Class M Certificate and Class B Certificate, except for a Class B-5 Certificate, or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or investing with “Plan Assets”, (ii) it has acquired and is holding such certificate in reliance on the Exemption, and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-”(or its equivalent) by S&P, Fitch Ratings or Moody’s, and the certificate is so rated or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
 
(c) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:
 
(i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee.
 
(ii) No Ownership Interest in a Residual Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of any Residual Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under subparagraph (b) above, the Securities Administrator shall have been furnished with an affidavit (a “Transfer Affidavit”) of the initial owner or the proposed transferee in the form attached hereto as Exhibit C.
 
(iii) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of a Residual Certificate and (C) not to Transfer its Ownership Interest in a Residual Certificate or to cause the Transfer of an Ownership Interest in a Residual Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee.
 
(iv) Any attempted or purported Transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 7.02(c) shall be absolutely null and void and shall vest no rights in the purported Transferee. If any purported transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 7.02(c), then the last preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive to the date of registration of Transfer of such Residual Certificate. Neither the Trustee nor the Securities Administrator shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by Section 7.02(b) and this Section 7.02(c) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Transfer was registered after receipt of the related Transfer Affidavit. The Securities Administrator shall be entitled but not obligated to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time it became a Holder or, at such subsequent time as it became other than a Permitted Transferee, all payments made on such Residual Certificate at and after either such time. Any such payments so recovered by the Securities Administrator shall be paid and delivered by the Securities Administrator to the last preceding Permitted Transferee of such Certificate.
 
(v) The Master Servicer shall make available within 60 days of written request from the Securities Administrator, all information necessary to compute any tax imposed under Section 860E(e) of the Code as a result of a Transfer of an Ownership Interest in a Residual Certificate to any Holder who is not a Permitted Transferee.
 
The restrictions on Transfers of a Residual Certificate set forth in this Section 7.02(c) shall cease to apply (and the applicable portions of the legend on a Residual Certificate may be deleted) with respect to Transfers occurring after delivery to the Securities Administrator of an Opinion of Counsel addressed to the Securities Administrator, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator, the Seller or the Master Servicer to the effect that the elimination of such restrictions will not cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as applicable, to fail to qualify as a REMIC at any time that the Certificates are outstanding or result in the imposition of any tax on the Trust Fund, a Certificateholder or another Person. Each Person holding or acquiring any Ownership Interest in a Residual Certificate hereby consents to any amendment of this Agreement that, based on an Opinion of Counsel addressed to the Securities Administrator and furnished to the Securities Administrator, is reasonably necessary (a) to ensure that the record ownership of, or any beneficial interest in, a Residual Certificate is not transferred, directly or indirectly, to a Person that is not a Permitted Transferee and (b) to provide for a means to compel the Transfer of a Residual Certificate that is held by a Person that is not a Permitted Transferee to a Holder that is a Permitted Transferee.
 
(d) The preparation and delivery of all certificates and opinions referred to above in this Section 7.02 shall not be an expense of the Trust Fund, the Trustee, the Depositor, the Seller, the Securities Administrator or the Master Servicer.
 
(e) Subject to Subsection 7.02(i), so long as a Global Certificate of such Class is outstanding and is held by or on behalf of the Depository, transfers of beneficial interests in such Global Certificate, or transfers by holders of Individual Certificates of such Class to transferees that take delivery in the form of beneficial interests in the Global Certificate, may be made only in accordance with Subsection 7.02(b) and in accordance with the rules of the Depository:
 
(i) In the case of a beneficial interest in the Global Certificate being transferred to an Institutional Accredited Investor, such transferee shall be required to take delivery in the form of an Individual Certificate or Certificates and the Securities Administrator shall register such transfer only upon compliance with the provisions of Subsection 7.02(b).
 
(ii) In the case of a beneficial interest in a Class of Global Certificates being transferred to a transferee that takes delivery in the form of an Individual Certificate or Certificates of such Class, except as set forth in clause (i) above, the Securities Administrator shall register such transfer only upon compliance with the provisions of Subsection 7.02(b).
 
(iii) In the case of an Individual Certificate of a Class being transferred to a transferee that takes delivery in the form of a beneficial interest in a Global Certificate of such Class, the Securities Administrator shall register such transfer if the transferee has provided the Securities Administrator with a Rule 144A and Related Matters Certificate or comparable evidence as to its QIB status.
 
(iv) No restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in the Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class; provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A and Related Matters Certificate as are sufficient to establish that it is a QIB.
 
(f) Subject to Subsection 7.02(h), an exchange of a beneficial interest in a Global Certificate of a Class for an Individual Certificate or Certificates of such Class, an exchange of an Individual Certificate or Certificates of a Class for a beneficial interest in the Global Certificate of such Class and an exchange of an Individual Certificate or Certificates of a Class for another Individual Certificate or Certificates of such Class (in each case, whether or not such exchange is made in anticipation of subsequent transfer, and, in the case of the Global Certificate of such Class, so long as such Certificate is outstanding and is held by or on behalf of the Depository) may be made only in accordance with this Subsection 7.02(e) and in accordance with the rules of the Depository:
 
(i) A holder of a beneficial interest in a Global Certificate of a Class may at any time exchange such beneficial interest for an Individual Certificate or Certificates of such Class.
 
(ii) A holder of an Individual Certificate or Certificates of a Class may exchange such Certificate or Certificates for a beneficial interest in the Global Certificate of such Class if such holder furnishes to the Securities Administrator a Rule 144A and Related Matters Certificate or comparable evidence as to its QIB status.
 
(iii) A holder of an Individual Certificate of a Class may exchange such Certificate for an equal aggregate principal amount of Individual Certificates of such Class in different authorized denominations without any certification.
 
(g) (i) Upon acceptance for exchange or transfer of an Individual Certificate of a Class for a beneficial interest in a Global Certificate of such Class as provided herein, the Securities Administrator shall cancel such Individual Certificate and shall (or shall request the Depository to) endorse on the schedule affixed to the applicable Global Certificate (or on a continuation of such schedule affixed to the Global Certificate and made a part thereof) or otherwise make in its books and records an appropriate notation evidencing the date of such exchange or transfer and an increase in the certificate balance of the Global Certificate equal to the certificate balance of such Individual Certificate exchanged or transferred therefor.
 
(ii) Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate of a Class for an Individual Certificate of such Class as provided herein, the Securities Administrator shall (or shall request the Depository to) endorse on the schedule affixed to such Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) or otherwise make in its books and records an appropriate notation evidencing the date of such exchange or transfer and a decrease in the certificate balance of such Global Certificate equal to the certificate balance of such Individual Certificate issued in exchange therefor or upon transfer thereof.
 
(h) Any Individual Certificate issued in exchange for or upon transfer of another Individual Certificate or of a beneficial interest in a Global Certificate shall bear the applicable legends set forth in Exhibit A-2.
 
(i) Subject to the restrictions on transfer and exchange set forth in this Section 7.02, the holder of any Individual Certificate may transfer or exchange the same in whole or in part (in an initial certificate balance equal to the minimum authorized denomination set forth in Section 7.01 above or any integral multiple of $1.00 in excess thereof) by surrendering such Certificate at the Corporate Trust Office, or at the office of any transfer agent, together with an executed instrument of assignment and transfer satisfactory in form and substance to the Securities Administrator and the Securities Administrator in the case of transfer and a written request for exchange in the case of exchange. The holder of a beneficial interest in a Global Certificate may, subject to the rules and procedures of the Depository, cause the Depository (or its nominee) to notify the Securities Administrator and the Securities Administrator in writing of a request for transfer or exchange of such beneficial interest for an Individual Certificate or Certificates. Following a proper request for transfer or exchange, the Securities Administrator shall, within five Business Days of such request made at the Corporate Trust Office, sign, countersign and deliver at the Corporate Trust Office, to the transferee (in the case of transfer) or holder (in the case of exchange) or send by first class mail at the risk of the transferee (in the case of transfer) or holder (in the case of exchange) to such address as the transferee or holder, as applicable, may request, an Individual Certificate or Certificates, as the case may require, for a like aggregate Percentage Interest and in such authorized denomination or denominations as may be requested. The presentation for transfer or exchange of any Individual Certificate shall not be valid unless made at the Corporate Trust Office by the registered holder in person, or by a duly authorized attorney-in-fact.
 
Neither the Trustee nor the Securities Administrator nor the Master Servicer shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Global Certificates. Any attempted or purported transfer of any Certificate in violation of the provisions of Subsections (a) or (b) above shall be void ab initio and such Certificate shall be considered to have been held continuously by the prior permitted Certificateholder. Any transferor of any Certificate in violation of such provisions, shall indemnify and hold harmless the Trustee, the Securities Administrator and the Master Servicer from and against any and all liabilities, claims, costs or expenses incurred by the Securities Administrator, the Trustee or the Master Servicer as a result of such attempted or purported transfer. Neither the Trustee nor the Securities Administrator shall have any liability for transfer of any such Global Certificates in or through book-entry facilities of any Depository or between or among Depository Participants or Certificate Owners made in violation of the transfer restrictions set forth herein.
 
Section 7.03 Mutilated, Destroyed, Lost or Stolen Certificates. 
 
If any mutilated Certificate is surrendered to the Securities Administrator, or the Securities Administrator receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and of the ownership thereof.
 
Section 7.04 Persons Deemed Owners. 
 
The Securities Administrator, the Trustee and any agent of the Securities Administrator or the Trustee may treat the person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the Securities Administrator, the Trustee nor any agent of the Securities Administrator or the Trustee shall be affected by any notice to the contrary.
 
Section 7.05 Access to List of Certificateholders’ Names and Addresses. 
 
If three or more Certificateholders (a) request such information in writing from the Securities Administrator, (b) state that such Certificateholders desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates, and (c) provide a copy of the communication that such Certificateholders propose to transmit or if the Depositor or the Master Servicer shall request such information in writing from the Securities Administrator, then the Securities Administrator shall, within ten Business Days after the receipt of such request, provide the Depositor, the Master Servicer or such Certificateholders at such recipients’ expense the most recent list of the Certificateholders of the Trust Fund held by the Securities Administrator, if any. The Depositor and every Certificateholder, by receiving and holding a Certificate, agree that the Securities Administrator shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source from which such information was derived.
 
Section 7.06 Book-Entry Certificates. 
 
The Offered Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 7.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 7.08:
 
(a) the provisions of this Section shall be in full force and effect;
 
(b) the Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
 
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
 
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 7.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
 
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
 
(f) the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
 
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control.
 
For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
 
The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Securities Administrator cause such Class to become Global Certificates, the Depositor (with the assistance of the Securities Administrator) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Securities Administrator as custodian for the Depository.
 
All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
 
Section 7.07 Notices to Depository. 
 
Whenever any notice or other communication is required to be given to Certificateholders of a Class with respect to which Book-Entry Certificates have been issued, unless and until Definitive Certificates shall have been issued to the related Certificate Owners, the Securities Administrator shall give all such notices and communications to the Depository.
 
Section 7.08 Definitive Certificates. 
 
If, after Book-Entry Certificates have been issued with respect to any Certificates, (a) the Depositor or the Depository advises the Securities Administrator that the Depository is no longer willing or able to discharge properly its responsibilities under the Depository Agreement with respect to such Certificates and the Depositor is unable to locate a qualified successor, (b) the Depositor, at its sole option, advises the Securities Administrator that it elects to terminate the book-entry system with respect to such Certificates through the Depository or (c) after the occurrence and continuation of an Event of Default, Certificate Owners of such Book-Entry Certificates having not less than 51% of the Voting Rights evidenced by any Class of Book-Entry Certificates advise the Securities Administrator and the Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to Certificates of such Class through the Depository (or its successor) is no longer in the best interests of the Certificate Owners of such Class, then the Securities Administrator shall notify all Certificate Owners of such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to applicable Certificate Owners requesting the same. The Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates. Upon surrender to the Securities Administrator of any such Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall countersign and deliver such Definitive Certificates. Neither the Depositor nor the Securities Administrator shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates, all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Securities Administrator, to the extent applicable with respect to such Definitive Certificates and the Trustee and the Securities Administrator shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.
 
Section 7.09 Maintenance of Office or Agency. 
 
The Securities Administrator will maintain or cause to be maintained at its expense an office or offices or agency or agencies at Wells Fargo Bank, National Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479 where Certificates may be surrendered for registration of transfer or exchange. The Securities Administrator will give prompt written notice to the Certificateholders of any change in such location of any such office or agency.
 



ARTICLE VIII
 
THE COMPANY AND THE MASTER SERVICER
 
Section 8.01 Liabilities of the Depositor, the Company and the Master Servicer. 
 
Each of the Depositor, the Company and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein.
 
Section 8.02 Merger or Consolidation of the Depositor, the Company or the Master Servicer. 
 
(a) Each of the Depositor, the Company and the Master Servicer will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its duties under this Agreement.
 
(b) Any Person into which the Depositor, the Company or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Depositor, the Company or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Company or the Master Servicer, shall be the successor of the Depositor, the Company or the Master Servicer hereunder, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
 
Section 8.03 Indemnification of the Trustee, the Master Servicer and the Securities Administrator. 
 
(a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, including the powers of attorney delivered pursuant to Sections 4.01 and 4.06 hereof, the Assignment Agreements, the Custodial Agreement or the Certificates (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have given the Master Servicer and the Seller written notice thereof promptly after a responsible officer of the Trustee shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the failure to give such notice shall not relieve the Master Servicer of its indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the Securities Administrator and the termination of this Agreement.
 
(b) The Company agrees to indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement.
 
(c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant to Subsections (a) or (b) above.
 
Section 8.04 Limitations on Liability of the Depositor, the Company, the Master Servicer and Others. 
 
Subject to the obligation of the Seller, the Company and the Master Servicer to indemnify the Indemnified Persons pursuant to Section 8.03:
 
(a) Neither the Depositor, the Company, the Master Servicer nor any of the directors, officers, employees or agents of the Depositor, the Company and the Master Servicer shall be under any liability to the Indemnified Persons, the Trust Fund or the Certificateholders for taking any action or for refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Company, the Master Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of such Person’s willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder.
 
(b) The Depositor, the Company, the Master Servicer and any director, officer, employee or agent of the Depositor, the Company and the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
 
(c) The Depositor, the Company, the Master Servicer the Securities Administrator, the Trustee, the Custodian and any director, officer, employee or agent of the Depositor, the Company, the Master Servicer, the Securities Administrator, the Trustee or the Custodian shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the Assignment Agreements, the Custodial Agreement, the Certificates or the Servicing Agreements (except with respect to the Master Servicer only, to the extent that the Master Servicer is indemnified by the Company under this Agreement or by the related Servicer under the related Servicing Agreement), other than (i) any such loss, liability or expense related to the Company’s or the Master Servicer’s failure to perform its respective duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement), or to the Custodian’s failure to perform its duties under the Custodial Agreement, or (ii) any such loss, liability or expense incurred by reason of the Company’s, the Master Servicer’s or the Custodian’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or under the Custodial Agreement, as applicable, or by reason of reckless disregard of obligations and duties hereunder or under the Custodial Agreement, as applicable.
 
(d) Neither the Depositor, the Company nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties under this Agreement and that in its opinion may involve it in any expense or liability; provided, however, the Master Servicer may in its discretion, with the consent of the Trustee (which consent shall not be unreasonably withheld), undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Master Servicer shall be entitled to be reimbursed therefor out of the Distribution Account as provided by Section 5.08. Nothing in this Subsection 8.04(d) shall affect the Master Servicer’s obligation to supervise, or to take such actions as are necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Subsection 4.01(a).
 
(e) In taking or recommending any course of action pursuant to this Agreement, unless specifically required to do so pursuant to this Agreement, the Master Servicer shall not be required to investigate or make recommendations concerning potential liabilities which the Trust might incur as a result of such course of action by reason of the condition of the Mortgaged Properties but shall give notice to the Trustee if it has notice of such potential liabilities.
 
(f) The Master Servicer shall not be liable for any acts or omissions of the Company or the Servicers, except as otherwise expressly provided herein.
 
Section 8.05 Master Servicer and Company Not to Resign. 
 
(a) Except as provided in Section 8.07, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) with the prior written consent of the Trustee (which consent shall not be unreasonably withheld) or (ii) upon a determination that any such duties hereunder are no longer permissible under applicable law and such impermissibility cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect, addressed to and delivered to, the Trustee. No such resignation by the Master Servicer shall become effective until EMC or the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 9.02 hereof. The Trustee shall notify the Rating Agencies of the resignation of the Master Servicer.
 
(b) The Company shall not resign from the obligations and duties hereby imposed on it except (i) upon the assignment of its servicing duties with respect to all or a portion of the EMC Mortgage Loans to an institution that is a Fannie Mae and Freddie Mac approved seller/servicer in good standing that has a net worth of not less than $10,000,000 and with the prior written consent of the Master Servicer (which consent shall not be unreasonably withheld) or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company. Any determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect addressed to and delivered, to the Master Servicer and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Master Servicer and the Trustee. No appointment of a successor to the Company shall be effective hereunder unless (a) the Rating Agencies have confirmed in writing that such appointment will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates, (b) such successor shall have represented that it is meets the eligibility criteria set forth in clause (i) above and (c) such successor has agreed to assume the obligations of the Company hereunder to the extent of the EMC Mortgage Loans to be serviced by such successor. The Company shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Master Servicer and the Trustee. No such resignation shall become effective until a Qualified Successor or the Master Servicer shall have assumed the Company’s responsibilities and obligations hereunder. The Company shall notify the Master Servicer, the Trustee and the Rating Agencies of the resignation of the Company or the assignment of all or a portion of its servicing duties hereunder in accordance with this Section 8.05.
 
Section 8.06 Successor Master Servicer. 
 
In connection with the appointment of any successor Master Servicer or the assumption of the duties of the Master Servicer, EMC or the Trustee may make such arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as EMC or the Trustee and such successor master servicer shall agree. If the successor master servicer does not agree that such market value is a fair price, such successor master servicer shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. In no event shall the compensation of any successor master servicer exceed that permitted the Master Servicer without the consent of all of the Certificateholders.
 
Section 8.07 Sale and Assignment of Master Servicing. 
 
The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which (or an Affiliate thereof the primary business of which is the servicing of conventional residential mortgage loans) shall be qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay, from its own funds and without any right of reimbursement, the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.
 



ARTICLE IX
 

DEFAULT; TERMINATION OF MASTER SERVICER;
TERMINATION OF COMPANY
 
Section 9.01 Events of Default. 
 
“Event of Default,” wherever used herein, means any one of the following events:
 
(i) any failure by the Master Servicer to remit to the Securities Administrator any amounts received or collected by the Master Servicer in respect of the Mortgage Loans and required to be remitted by it (other than any Advance) pursuant to this Agreement, which failure shall continue unremedied for one Business Day after the date on which written notice of such failure shall have been given to the Master Servicer by the Trustee or the Depositor, or to the Trustee and the Master Servicer by the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates; or
 
(ii) any failure by the Master Servicer to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained in this Agreement or any breach of a representation or warranty by the Master Servicer, which failure or breach shall continue unremedied for a period of 60 days after the date on which written notice of such failure shall have been given to Master Servicer by the Trustee or the Depositor, or to the Trustee and the Master Servicer by the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates; or
 
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days; or
 
(iv) the Master Servicer shall consent to the appointment of a receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or all or substantially all of the property of the Master Servicer; or
 
(v) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;
 
(vi) the Master Servicer assigns or delegates its duties or rights under this Agreement in contravention of the provisions permitting such assignment or delegation under Sections 8.05 or 8.07; or
 
(vii) The Master Servicer fails to deposit, or cause to be deposited, in the Distribution Account any Advance required to be made by the Master Servicer (other than a Nonrecoverable Advance) by 5:00 p.m. New York City time on the Business Day prior to the related Distribution Date.
 
If an Event of Default shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Trustee may, and at the direction of the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates, the Trustee shall, by notice in writing to the Master Servicer, with a copy to the Rating Agencies, and with the consent of the Company, may terminate all of the rights and obligations (but not the liabilities) of the Master Servicer (and the Securities Administrator if the Master Servicer and the Securities Administrator are the same entity) under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer (and, if applicable, the Securities Administrator) hereunder, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee, or any successor appointed pursuant to Section 9.02 (a “Successor Master Servicer” and, if applicable, “Successor Securities Administrator”). Such Successor Master Servicer shall thereupon if such Successor Master Servicer is a successor to the Master Servicer, make any Advance required by Article VI, subject, in the case of the Trustee, to Section 9.02. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the terminated Master Servicer and, if applicable, the terminated Securities Administrator, as attorney- in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of any Mortgage Loans and related documents, or otherwise. Unless expressly provided in such written notice, no such termination shall affect any obligation of the Master Servicer to pay amounts owed pursuant to Article VIII or Article X. The Master Servicer and, if applicable, the Securities Administrator agrees to cooperate with the Trustee in effecting the termination of the Master Servicer’s and, if applicable, the Securities Administrator’s responsibilities and rights hereunder, including, without limitation, the transfer to the applicable Successor Master Servicer of all cash amounts which shall at the time be credited to the Distribution Account maintained pursuant to Section 5.08, or thereafter be received with respect to the applicable Mortgage Loans. The Trustee shall promptly notify the Rating Agencies of the occurrence of an Event of Default known to the Trustee. The Securities Administrator shall promptly notify the Trustee in writing of the occurrence of an Event of Default under clauses (i) or (vii) above.
 
Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a Scheduled Payment on a Mortgage Loan that was due prior to the notice terminating the Master Servicer’s rights and obligations as Master Servicer hereunder and received after such notice, that portion thereof to which the Master Servicer would have been entitled pursuant to Sections 5.05 and to receive any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder.
 
Notwithstanding the foregoing, if an Event of Default described in clause (vii) of this Section 9.01 shall occur and the Securities Administrator fails to make such Advance described in clause (vii), the Trustee shall, by notice in writing to the Master Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of the Master Servicer thereafter arising under this Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Trustee shall act as provided in Section 8.02 to carry out the duties of the Master Servicer, including the obligation to make any Advance the nonpayment of which was an Event of Default described in clause (vii) of this Section 9.01. Any such action taken by the Trustee must be prior to the distribution on the relevant Distribution Date.
 
Section 9.02 Trustee to Act; Appointment of Successor. 
 
On and after the time the Master Servicer receives a notice of termination pursuant to Section 9.01 hereof the Trustee shall automatically become the successor to the Master Servicer with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall have all the rights and powers of, and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided, further, however that, pursuant to Article VI hereof, the Trustee in its capacity as successor Master Servicer shall be responsible for making any Advances required to be made by the Master Servicer immediately upon the termination of the Master Servicer and any such Advance shall be made on the Distribution Date on which such Advance was required to be made by the predecessor Master Servicer. Effective on the date of such notice of termination, as compensation therefor, the Trustee shall be entitled to all compensation, reimbursement of expenses and indemnifications that the Master Servicer would have been entitled to if it had continued to act hereunder, provided, however, that the Trustee shall not be (i) liable for any acts or omissions of the Master Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the Master Servicer. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Fannie Mae and Freddie Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor, the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than any liabilities of the Master Servicer hereof incurred prior to termination of the Master Servicer under Section 9.01 or as otherwise set forth herein), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the Master Servicer in accordance with this Section 9.02, the Trustee shall not resign as Master Servicer until a Successor Master Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation unless agreed to by the Certificateholders shall be in excess of that permitted the Master Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer and the Securities Administrator to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it.
 
The costs and expenses of the Trustee in connection with the termination of the Master Servicer, appointment of a Successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Master Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. Any successor to the Master Servicer as successor servicer under any Subservicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 4.04.
 
Section 9.03 Notification to Certificateholders and Rating Agencies. 
 
(a) Upon any termination of or appointment of a successor to the Master Servicer, the Trustee shall give prompt written notice thereof to Certificateholders and to each Rating Agency.
 
(b) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all Certificateholders notice of each such Event of Default hereunder actually known to a Responsible Officer of the Trustee, unless such Event of Default shall have been cured or waived.
 
Section 9.04 Waiver of Defaults. 
 
The Trustee shall transmit by mail to all Certificateholders, within 60 days after the occurrence of any Event of Default actually known to a Responsible Officer of the Trustee, unless such Event of Default shall have been cured, notice of each such Event of Default hereunder known to the Trustee. Holders of Certificates evidencing not less than 51% of the Voting Rights may, on behalf of all Certificateholders, waive any default by the Master Servicer in the performance of its obligations hereunder and the consequences thereof, except a default in the making of or the causing to be made of any required distribution on the Certificates. Upon any such waiver of a past default, such default shall be deemed to cease to exist, and any Event of Default arising therefrom shall be deemed to have been timely remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. The Trustee shall give notice of any such waiver to the Rating Agencies.
 
Section 9.05 Company Default. 
 
In case one or more of the following events of default by the Company (each, a “Company Default”) shall occur and be continuing, that is to say:
 
(i) any failure by the Company to remit to the Securities Administrator any payment including any Advance required to be made under the terms of this Agreement on any Remittance Date; or
 
(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or agreements (other than Sections 3.13 or 3.14) on the part of the Company set forth in this Agreement, the breach of which has a material adverse effect and which continue unremedied for a period of sixty days (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a material adverse effect) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Master Servicer; or
 
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or
 
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to all or substantially all of its property; or
 
(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
 
(vi) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted herein;
 
(vii) the Company ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company’s ability to perform its obligations hereunder; or
 
(viii) failure by the Company to duly perform, within the required time period, its obligations under Sections 4.16, 4.17 or Section 4.18;
 
then, and in each and every such case, so long as a Company Default shall not have been remedied, the Master Servicer, by notice in writing to the Company may, in addition to whatever rights the Master Servicer and the Trustee on behalf of the Certificateholders may have under Section 8.03 and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the EMC Mortgage Loans and the proceeds thereof without compensating the Company for the same. On or after the receipt by the Company of such written notice, all authority and power of Company under this Agreement, whether with respect to the EMC Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer. Upon written request from the Master Servicer, the Company shall prepare, execute and deliver, any and all documents and other instruments, place in the Master Servicer’s possession all Mortgage Files relating to the EMC Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the EMC Mortgage Loans and related documents, or otherwise, at the Company’s sole expense. The Company agrees to pay any costs and expenses incurred by the Master Servicer in accordance with Section 4.03(c) and to cooperate with the Master Servicer in effecting the termination of the Company’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Company to its Protected Account or Escrow Account or thereafter received with respect to the EMC Mortgage Loans or any related REO Property.
 
Section 9.06 Waiver of Company Defaults. 
 
The Master Servicer, with the consent of the Trustee may waive only by written notice any default by the Company in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Company Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
 



ARTICLE X
 

CONCERNING THE TRUSTEE AND THE
SECURITIES ADMINISTRATOR
 
Section 10.01 Duties of Trustee and Securities Administrator. 
 
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default has occurred and has not been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and the same degree of care and skill in their exercise, as a prudent person would exercise under the circumstances in the conduct of such Person’s own affairs.
 
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the Trustee or the Securities Administrator pursuant to any provision of this Agreement, the Trustee or the Securities Administrator, respectively, shall examine them to determine whether they are, on their face, in the form required by this Agreement; provided, however, that neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer; provided, further, that neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or verification of any calculation provided to it pursuant to this Agreement.
 
(c) On each Distribution Date, the Securities Administrator shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 6.04 and 11.02 herein based solely on the applicable Remittance Report.
 
(d) No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
 
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred with respect to the Trustee and at all times with respect to the Securities Administrator, the duties and obligations of the Trustee and the Securities Administrator shall be determined solely by the express provisions of this Agreement, neither the Trustee nor the Securities Administrator shall be liable except for the performance of their respective duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Securities Administrator and, in the absence of bad faith on the part of the Trustee or the Securities Administrator, respectively, the Trustee or the Securities Administrator, respectively, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or the Securities Administrator, respectively, and conforming to the requirements of this Agreement;
 
(ii) Neither the Trustee nor the Securities Administrator shall be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or an officer or officers of the Securities Administrator, respectively, unless it shall be proved that the Trustee or the Securities Administrator, respectively, was negligent in ascertaining the pertinent facts;
 
(iii) Neither the Trustee nor the Securities Administrator shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the directions of the Holders of Certificates evidencing not less than 25% of the aggregate Voting Rights of the Certificates (or such other percentage as specifically set forth herein), if such action or non-action relates to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Securities Administrator, respectively, or exercising any trust or other power conferred upon the Trustee or the Securities Administrator, respectively, under this Agreement;
 
(iv) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default unless a Responsible Officer of the Trustee shall have actual knowledge thereof. In the absence of such notice, the Trustee may conclusively assume there is no such default or Event of Default;
 
(v) The Securities Administrator shall not in any way be liable by reason of any insufficiency in any Account held in the name of Trustee unless it is determined by a court of competent jurisdiction in a non-appealable judgment that the Securities Administrator’s gross negligence or willful misconduct was the primary cause of such insufficiency (except to the extent that the Securities Administrator is obligor and has defaulted thereon);
 
(vi) The Trustee shall not in any way be liable by reason of any insufficiency in any Account held in the name of Trustee unless it is determined by a court of competent jurisdiction in a non-appealable judgment that the Trustee’s gross negligence or willful misconduct was the primary cause of such insufficiency (except to the extent that the Trustee is obligor and has defaulted thereon);
 
(vii) Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee or the Securities Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Securities Administrator, respectively, has been advised of the likelihood of such loss or damage and regardless of the form of action; and
 
(viii) None of the Securities Administrator, the Master Servicer, the Seller, the Depositor or the Trustee shall be responsible for the acts or omissions of the other, it being understood that this Agreement shall not be construed to render them partners, joint venturers or agents of one another.
 
Neither the Trustee nor the Securities Administrator shall be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer or the Company hereunder or any Servicer under the related Servicing Agreement.
 
(e) All funds received by the Securities Administrator and required to be deposited in the Distribution Account pursuant to this Agreement shall be promptly so deposited by the Securities Administrator.
 
Section 10.02 Certain Matters Affecting the Trustee and the Securities Administrator. 
 
(a) Except as otherwise provided in Section 10.01:
 
(i) The Trustee and the Securities Administrator may rely and shall be protected in acting or refraining from acting in reliance on any resolution or certificate of the Seller, the Company, the Master Servicer or the related Servicer, any certificates of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
 
(ii) The Trustee and the Securities Administrator may consult with counsel and any advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
 
(iii) Neither the Trustee nor the Securities Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement, other than its obligation to give notices pursuant to this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Securities Administrator, as applicable, reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. Nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Trustee has actual knowledge (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person would exercise under the circumstances in the conduct of his own affairs;
 
(iv) Prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all Events of Default which may have occurred with respect to the Trustee and at all times with respect to the Securities Administrator, neither the Trustee nor the Securities Administrator shall be liable in its individual capacity for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
 
(v) Neither the Trustee nor the Securities Administrator shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates evidencing not less than 25% of the aggregate Voting Rights of the Certificates and provided that the payment within a reasonable time to the Trustee or the Securities Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Securities Administrator, as applicable, reasonably assured to the Trustee or the Securities Administrator, as applicable, by the security afforded to it by the terms of this Agreement. The Trustee or the Securities Administrator may require reasonable indemnity against such expense or liability as a condition to taking any such action. The reasonable expense of every such examination shall be paid by the Certificateholders requesting the investigation;
 
(vi) The Trustee and the Securities Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through Affiliates, agents or attorneys; provided, however, that the Trustee may not appoint any paying agent other than the Securities Administrator to perform any paying agent functions under this Agreement without the express written consent of the Master Servicer, which consents will not be unreasonably withheld. Neither the Trustee nor the Securities Administrator shall be liable or responsible for the misconduct or negligence of any of the Trustee’s or the Securities Administrator’s agents or attorneys or paying agent appointed hereunder by the Trustee or the Securities Administrator with due care and, when required, with the consent of the Master Servicer;
 
(vii) Should the Trustee or the Securities Administrator deem the nature of any action required on its part to be unclear, the Trustee or the Securities Administrator, respectively, may require prior to such action that it be provided by the Depositor with reasonable further instructions; the right of the Trustee or the Securities Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and neither the Trustee nor the Securities Administrator shall be accountable for other than its negligence or willful misconduct in the performance of any such act;
 
(viii) Neither the Trustee nor the Securities Administrator shall be required to give any bond or surety with respect to the execution of the trust created hereby or the powers granted hereunder, except as provided in Subsection 10.07; and
 
(ix) Neither the Trustee nor the Securities Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Mortgage Loan by any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan for purposes of this Agreement.
 
(b) The Trustee is hereby directed by the Depositor to execute and deliver the Insurance Agreement.
 
Section 10.03 Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans. 
 
The recitals contained herein and in the Certificates (other than the signature and countersignature of the Securities Administrator on the Certificates) shall be taken as the statements of the Depositor, and neither the Trustee nor the Securities Administrator shall have any responsibility for their correctness. Neither the Trustee nor the Securities Administrator makes any representation as to the validity or sufficiency of the Certificates (other than the signature and countersignature of the Securities Administrator on the Certificates) or of any Mortgage Loan except as expressly provided in Sections 2.02 and 2.06 hereof; provided, however, that the foregoing shall not relieve the Trustee, or the Custodian on its behalf, of the obligation to review the Mortgage Files pursuant to Section 2.02 of this Agreement. Neither the Trustee or the Securities Administrator shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor with respect to the Mortgage Loans. Subject to Section 2.06, neither the Trustee nor the Securities Administrator shall be responsible for the legality or validity of this Agreement or any document or instrument relating to this Agreement, the validity of the execution of this Agreement or of any supplement hereto or instrument of further assurance, or the validity, priority, perfection or sufficiency of the security for the Certificates issued hereunder or intended to be issued hereunder. Neither the Trustee nor the Securities Administrator shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders, under this Agreement. Neither the Trustee nor the Securities Administrator shall have any responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.
 
Section 10.04 Trustee and Securities Administrator May Own Certificates. 
 
Each of the Trustee and the Securities Administrator in its individual capacity or in any capacity other than as Trustee or Securities Administrator hereunder may become the owner or pledgee of any Certificates with the same rights it would have if it were not the Trustee or the Securities Administrator, as applicable, and may otherwise deal with the parties hereto.
 
Section 10.05 Trustee’s and Securities Administrator’s Fees and Expenses. 
 
The fees and expenses of the Trustee and the Securities Administrator shall be paid in accordance with a side letter agreement with the Master Servicer and at the expense of the Master Servicer. In addition, the Trustee and the Securities Administrator shall be entitled to recover from the Distribution Account pursuant to Section 5.08 all reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Trustee and the Securities Administrator, respectively, in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) incurred or made by the Trustee or the Securities Administrator, respectively, in the administration of the trusts hereunder (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is the responsibility of the Certificateholders or the Trust Fund hereunder. If funds in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses, disbursements or advances from the Depositor and the Depositor hereby agrees to pay such expenses, disbursements or advances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.
 
Section 10.06 Eligibility Requirements for Trustee and Securities Administrator. 
 
The Trustee and any successor Trustee and the Securities Administrator and any successor Securities Administrator shall during the entire duration of this Agreement be a state bank or trust company or a national banking association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus and undivided profits of at least $40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to supervision or examination by federal or state authority and, in the case of the Trustee, rated “BBB” or higher by Fitch, Inc. with respect to their long-term rating and rated “BBB” or higher by Standard & Poor’s and “Baa2” or higher by Moody’s with respect to any outstanding long-term unsecured unsubordinated debt, and, in the case of a successor Trustee or successor Securities Administrator other than pursuant to Section 10.10, rated in one of the two highest long-term debt categories of, or otherwise acceptable to, each of the Rating Agencies (which consent shall not be unreasonably withheld). The Trustee shall not be an Affiliate of the Master Servicer. If the Trustee publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 10.06 the combined capital and surplus of such corporation shall be deemed to be its total equity capital (combined capital and surplus) as set forth in its most recent report of condition so published. In case at any time the Trustee or the Securities Administrator, as applicable, shall cease to be eligible in accordance with the provisions of this Section 10.06, the Trustee or the Securities Administrator shall resign immediately in the manner and with the effect specified in Section 10.08.
 
Section 10.07 Insurance. 
 
The Trustee and the Securities Administrator, at their own expense, shall at all times maintain and keep in full force and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii) forgery insurance (which may be collectively satisfied by a “Financial Institution Bond” and/or a “Bankers’ Blanket Bond”). All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for insurance typically maintained by banks or their affiliates which act as custodians for investor-owned mortgage pools. A certificate of an officer of the Trustee or the Securities Administrator as to the Trustee’s or the Securities Administrator’s, respectively, compliance with this Section 10.07 shall be furnished to any Certificateholder upon reasonable written request.
 
Section 10.08 Resignation and Removal of Trustee and Securities Administrator. 
 
The Trustee and the Securities Administrator may at any time resign (including, in the case of the Securities Administrator, in connection with the resignation or termination of the Master Servicer) and be discharged from the Trust hereby created by giving written notice thereof to the Depositor, the Seller, the Securities Administrator (or the Trustee, if the Securities Administrator resigns) and the Master Servicer, with a copy to the Rating Agencies. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or successor securities administrator, as applicable, by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the resigning trustee or securities administrator, as applicable, and the successor trustee or securities administrator, as applicable. If no successor trustee or successor securities administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or securities administrator.
 
If at any time (i) the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor, (ii) the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Securities Administrator or the Trust Fund is located, (B) the imposition of such tax would be avoided by the appointment of a different trustee or securities administrator and (C) the Trustee or the Securities Administrator, as applicable fails to indemnify the Trust Fund against such tax, then the Depositor or the Master Servicer may remove the Trustee or the Securities Administrator, as applicable, and appoint a successor trustee or successor securities administrator, as applicable, by written instrument, in multiple copies, a copy of which instrument shall be delivered to the Trustee, the Securities Administrator, each Master Servicer and the successor trustee or successor securities administrator, as applicable.
 
The Holders evidencing at least 51% of the Voting Rights of each Class of Certificates may at any time remove the Trustee or Securities Administrator and appoint a successor trustee or securities administrator by written instrument or instruments, in multiple copies, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered by the successor trustee or successor securities administrator to each of the Master Servicer, the Trustee or Securities Administrator so removed and the successor trustee or securities administrator so appointed. Notice of any removal of the Trustee or Securities Administrator shall be given to each Rating Agency by the Trustee or successor trustee.
 
Any resignation or removal of the Trustee or Securities Administrator and appointment of a successor trustee or securities administrator pursuant to any of the provisions of this Section 10.08 shall become effective upon acceptance of appointment by the successor trustee or securities administrator as provided in Section 10.09 hereof.
 
Section 10.09 Successor Trustee or Securities Administrator. 
 
Any successor trustee or securities administrator appointed as provided in Section 10.08 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee or predecessor securities administrator, as applicable, and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee or securities administrator shall become effective and such successor trustee or securities administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or securities administrator herein.
 
No successor trustee or securities administrator shall accept appointment as provided in this Section 10.09 unless at the time of such acceptance such successor trustee or securities administrator shall be eligible under the provisions of Section 10.06 hereof and its appointment shall not adversely affect the then current rating of the Certificates.
 
Upon acceptance of appointment by a successor trustee or securities administrator as provided in this Section 10.09, the successor trustee or securities administrator shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates. If the successor trustee or securities administrator fails to mail such notice within ten days after acceptance of appointment, the Depositor shall cause such notice to be mailed at the expense of the Trust Fund.
 
Section 10.10 Merger or Consolidation of Trustee or Securities Administrator. 
 
Any corporation, state bank or national banking association into which the Trustee or the Securities Administrator may be merged or converted or with which it may be consolidated or any corporation, state bank or national banking association resulting from any merger, conversion or consolidation to which the Trustee or the Securities Administrator shall be a party, or any corporation, state bank or national banking association succeeding to substantially all of the corporate trust business of the Trustee or of the business of the Securities Administrator, shall be the successor of the Trustee or the Securities Administrator hereunder, provided that such corporation shall be eligible under the provisions of Section 10.06 hereof without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
 
Section 10.11 Appointment of Co-Trustee or Separate Trustee. 
 
Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 10.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 10.09.
 
Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:
 
(i) All rights, powers, duties and obligations conferred or imposed upon the Trustee, except for the obligation of the Trustee under this Agreement to advance funds on behalf of the Master Servicer, shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether a Trustee hereunder or as a Successor Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;
 
(ii) No trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; and
 
(iii) The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.
 
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article X. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Master Servicer and the Depositor.
 
Any separate trustee or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
 
Section 10.12 Tax Matters. 
 
It is intended that the Trust Fund shall constitute one or more REMICs, and that the affairs of the Trust Fund shall be conducted so that each REMIC formed hereunder qualifies as a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Securities Administrator covenants and agrees that it shall act as agent for so long as it is also Master Servicer (and the Securities Administrator is hereby appointed to act as agent) on behalf of the Trust Fund. The Trustee and/or the Securities Administrator, as agent on behalf of the Trust Fund, shall do or refrain from doing, as applicable, the following: (a) the Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMIC containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations or rules, and furnish or cause to be furnished, to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby; (b) the Securities Administrator shall apply for an employer identification number with the Internal Revenue Service via a Form SS-4 or other comparable method for each REMIC that is or becomes a taxable entity, and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service on Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the Holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such form, and update such information at the time or times in the manner required by the Code for the Trust Fund; (c) the Trustee shall make, or cause to be made, elections on behalf of each REMIC formed hereunder to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year (and, if necessary, under applicable state law); (d) the Securities Administrator shall prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) the Securities Administrator shall provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee, or an agent (including a broker, nominee or other middleman) of a Person that is not a Permitted Transferee, or a pass-through entity in which a Person that is not a Permitted Transferee is the record Holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (f) each of the Securities Administrator and the Trustee shall, to the extent under its control, conduct the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC formed hereunder as a REMIC under the REMIC Provisions; (g) neither the Trustee nor the Securities Administrator shall knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC formed hereunder; (h) the Securities Administrator shall pay, from the sources specified in the penultimate paragraph of this Section 10.12, the amount of any federal, state and local taxes, including prohibited transaction taxes as described below, imposed on any REMIC formed hereunder prior to the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Trustee, the Securities Administrator at the written request of the Trustee, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Securities Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); (i) the Trustee shall sign or cause to be signed federal, state or local income tax or information returns or any other document prepared by the Securities Administrator pursuant to this Section 10.12 requiring a signature thereon by the Trustee; (j) the Securities Administrator shall maintain records relating to each REMIC formed hereunder including but not limited to the income, expenses, assets and liabilities of each such REMIC and adjusted basis of the Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information; (k) the Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to the REMICs on a calendar year and on an accrual basis; (l) neither the Trustee nor the Master Servicer shall enter into any arrangement not otherwise provided for in this Agreement by which the REMICs will receive a fee or other compensation for services nor permit the REMICs to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code; and (m) as and when necessary and appropriate, the Trustee, or at the written request of the Trustee, the Securities Administrator, shall represent the Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC formed hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC formed hereunder in relation to any tax matter involving any such REMIC.
 
In order to enable each of the Trustee and the Securities Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Trustee or the Securities Administrator within 10 days after the Closing Date all information or data that the Trustee or the Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the related Mortgage Loans. Thereafter, the Depositor shall provide to the Trustee or the Securities Administrator promptly upon written request therefor, any such additional information or data that the Trustee or the Securities Administrator may, from time to time, request in order to enable the Trustee or the Securities Administrator to perform its duties as set forth herein. The Depositor hereby indemnifies each of Trustee and the Securities Administrator for any losses, liabilities, damages, claims or expenses of the Trustee or the Securities Administrator arising from any errors or miscalculations of the Trustee or the Securities Administrator, as applicable, that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Trustee or the Securities Administrator, as applicable, on a timely basis.
 
In the event that any tax is imposed on “prohibited transactions” of any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V and is not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer or the Securities Administrator, if any such tax arises out of or results from a breach by the Master Servicer or the Securities Administrator of any of its obligations under this Agreement, provided, however, in no event shall the Master Servicer or the Securities Administrator have any liability (1) for any action or omission that is taken in accordance with and compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any losses other than those arising out of a negligent performance by the Master Servicer or the Securities Administrator of its duties and obligations set forth herein, or (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates), (ii) any party hereto (other than the Master Servicer or the Securities Administrator) to the extent any such tax arises out of or results from a breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that any liable party hereto fails to honor its obligations under the preceding clauses (i) or (ii), first with amounts otherwise to be distributed to the Class R Certificateholders, and second with amounts otherwise to be distributed to all the Holders of the following Certificates in the following order of priority: first, to the Class B-5 Certificates, second, to the Class B-4 Certificates, third, to the Class B-3 Certificates, fourth, to the Class B-2 Certificates, fifth, to the Class B-1 Certificates, sixth, to the Class M-3 Certificates, seventh, to the Class M-2 Certificates, eighth, to the Class M-1 Certificates, and ninth, to the Class A Certificates (pro rata based on the amounts to be distributed). Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the Holder of any Certificates, the Securities Administrator is hereby authorized to retain on any Distribution Date, from the Holders of the Class R Certificates (and, if necessary, second, from the Holders of the other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Securities Administrator shall promptly notify in writing the party liable for any such tax of the amount thereof and the due date for the payment thereof.
 
Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the Holder of any Certificates, the Securities Administrator is hereby authorized to retain on any Distribution Date, from the Holders of the Class R Certificates (and, if necessary, from the Holders of the other related Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Securities Administrator shall include in its Remittance Report instructions as to distributions to such parties taking into account the priorities described in the second preceding sentence. The Securities Administrator, on written request by the Trustee, agrees to promptly notify in writing the party liable for any such tax of the amount thereof and the due date for the payment thereof.
 
The Trustee and the Securities Administrator each agree that, in the event it should obtain any information necessary for the other party to perform its obligations pursuant to this Section 10.12, it will promptly notify and provide such information to such other party. Notwithstanding anything in this Agreement to the contrary, the Trustee agrees that, in the event that the Trustee obtains actual knowledge that the Securities Administrator has breached any of its obligations pursuant to this Section 10.12, the Trustee shall perform such obligations on its behalf to the extent that the Trustee possesses all documents necessary to so perform and receives reasonable compensation therefor, provided, however, that the Trustee shall not be liable for any losses resulting from any such breach.



ARTICLE XI
 
TERMINATION
 
Section 11.01 Termination upon Liquidation or Repurchase of all Mortgage Loans.
 
Subject to Section 11.03, the obligations and responsibilities of the Depositor, the Master Servicer, the Securities Administrator and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the exercise of the Majority Class C Certificateholder (or its designee) of its right to repurchase all of the Mortgage Loans (and REO Properties) remaining in the Trust Fund at a price (the “Mortgage Loan Purchase Price”) equal to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property), (ii) accrued interest thereon at the applicable Mortgage Rate to, but not including, the first day of the month of such purchase, (iii) the appraised value of any REO Property in the Trust Fund (up to the Stated Principal Balance of the related Mortgage Loan), such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee, and (iv) unreimbursed out-of pocket costs of the Company, the Servicers or the Master Servicer, including unreimbursed servicing advances and the principal portion of any unreimbursed Advances, made on the Mortgage Loans prior to the exercise of such repurchase right, (v) any unreimbursed costs and expenses of the Trustee and the Securities Administrator payable pursuant to Section 10.05, and (b) the later of (i) the maturity or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (ii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to this Agreement, as applicable. In no event shall the trusts created hereby continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof and (ii) the Latest Possible Maturity Date.
 
The right to repurchase all Mortgage Loans and REO Properties by the Majority Class C Certificateholder pursuant to clause (a) in the preceding paragraph shall be conditioned upon the Stated Principal Balance of all of the Mortgage Loans in the Trust Fund, at the time of any such repurchase, aggregating 10% or less of the aggregate Cut-off Date Principal Balance of all of the Mortgage Loans.
 
Section 11.02 Final Distribution on the Certificates.
 
If on any Determination Date, (i) the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Distribution Account, the Master Servicer shall direct the Securities Administrator to send a final distribution notice promptly to each Certificateholder or (ii) the Securities Administrator determines that a Class of Certificates shall be retired after a final distribution on such Class, the Securities Administrator shall notify the Certificateholders within five (5) Business Days after such Determination Date that the final distribution in retirement of such Class of Certificates is scheduled to be made on the immediately following Distribution Date. Any final distribution made pursuant to the immediately preceding sentence will be made only upon presentation and surrender of the Certificates at the Corporate Trust Office of the Securities Administrator. If the Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class C Certificateholder shall notify the Depositor, the Securities Administrator and the Trustee of the date the Majority Class C Certificateholder intends to terminate the Trust Fund. The Majority Class C Certificateholder shall remit the Mortgage Loan Purchase Price to the Securities Administrator on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class C Certificateholder.
 
Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to Certificateholders mailed not later than two Business Days after the Determination Date in the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Securities Administrator will give such notice to each Rating Agency at the time such notice is given to Certificateholders.
 
Upon such final deposit with respect to the Trust Fund and the receipt by the Custodian of a Request for Release therefor, the Custodian shall promptly release to the Master Servicer, as applicable the Mortgage Files for the Mortgage Loans and the Trustee shall execute and deliver any documents prepared and delivered to it which are necessary to transfer any REO Property.
 
Upon presentation and surrender of the Certificates, the Securities Administrator shall distribute to Certificateholders of each Class the amounts allocable to such Certificates held in the Distribution Account in the order and priority set forth in Section 5.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests.
 
In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund that remain subject hereto.
 
Section 11.03 Additional Termination Requirements. 
 
(a) Upon exercise by the Majority Class C Certificateholder of its purchase option as provided in Section 11.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee and the Securities Administrator have been supplied with an Opinion of Counsel addressed to the Trustee and the Securities Administrator at the expense of the Majority Class C Certificateholder to the effect that the failure of the Trust Fund to comply with the requirements of this Section 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding:
 
(1) The Majority Class C Certificateholder shall establish a 90-day liquidation period and notify the Securities Administrator thereof, and the Securities Administrator shall in turn specify the first day of such period in a statement attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V pursuant to Treasury Regulation Section 1.860F-1. The Majority Class C Certificateholder shall satisfy all the requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel addressed to the Securities Administrator and the Trustee obtained at the expense of the Majority Class C Certificateholder;
 
(2) During such 90-day liquidation period, and at or prior to the time of making the final payment on the Certificates, the Securities Administrator on behalf of the Trustee, shall sell all of the assets of REMIC I for cash; and
 
(3) At the time of the making of the final payment on the Certificates, the Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Residual Certificates, all cash on hand (other than cash retained to meet claims), and REMIC I shall terminate at that time.
 
(b) By their acceptance of the Certificates, the Holders thereof hereby authorize the adoption of a 90-day liquidation period and the adoption of a plan of complete liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, which authorization shall be binding upon all successor Certificateholders.
 
(c) The Securities Administrator as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class C Certificateholder and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class C Certificateholder.
 



ARTICLE XII
 
MISCELLANEOUS PROVISIONS
 
Section 12.01 Amendment. 
 
This Agreement may be amended from time to time by parties hereto without the consent of any of the Certificateholders to cure any ambiguity, to correct or supplement any provisions herein (including to give effect to the expectations of investors), to comply with any changes in the Code, to revise any provisions to reflect the obligations of the parties to this Agreement as they relate to Regulation AB, to change the manner in which the Distribution Account maintained by the Securities Administrator or the Protected Account maintained by the Company is maintained or to make such other provisions with respect to matters or questions arising under this Agreement as shall not be inconsistent with any other provisions herein if such action shall not, as evidenced by an Opinion of Counsel addressed to the Trustee and the Securities Administrator, adversely affect in any material respect the interests of any Certificateholder; provided that any such amendment shall be deemed not to adversely affect in any material respect the interests of the Certificateholders and no such Opinion of Counsel shall be required if the Person requesting such amendment obtains a letter from each Rating Agency stating that such amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates.
 
Notwithstanding the foregoing, without the consent of the Certificateholders, the parties hereto may at any time and from time to time amend this Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary or appropriate to maintain the qualification of each of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as a REMIC under the Code or to avoid or minimize the risk of the imposition of any tax on any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V pursuant to the Code that would be a claim against any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V at any time prior to the final redemption of the Certificates, provided that the Trustee and the Securities Administrator have been provided an Opinion of Counsel addressed to the Trustee and the Securities Administrator, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee, the Securities Administrator or the Trust Fund, to the effect that such action is necessary or appropriate to maintain such qualification or to avoid or minimize the risk of the imposition of such a tax.
 
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of each Class of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to cease to qualify as a REMIC or (iii) reduce the aforesaid percentages of Certificates of each Class the Holders of which are required to consent to any such amendment without the consent of the Holders of all Certificates of such Class then outstanding.
 
Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel addressed to the Trustee, which opinion shall be an expense of the party requesting such amendment but in any case shall not be an expense of the Trustee or the Securities Administrator, to the effect that such amendment will not (other than an amendment pursuant to clause (ii) of, and in accordance with, the preceding paragraph) cause the imposition of any tax on REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or the Certificateholders or cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to cease to qualify as a REMIC at any time that any Certificates are outstanding. Further, nothing in this Agreement shall require the Trustee to enter into an amendment without receiving an Opinion of Counsel, satisfactory to the Trustee (i) that such amendment is permitted and is not prohibited by this Agreement and (ii) that all requirements for amending this Agreement (including any consent of the applicable Certificateholders) have been complied with.
 
Promptly after the execution of any amendment to this Agreement requiring the consent of Certificateholders, the Securities Administrator shall furnish written notification of the substance of such amendment to each Certificateholder and each Rating Agency.
 
It shall not be necessary for the consent of Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Securities Administrator may prescribe.
 
Section 12.02 Recordation of Agreement; Counterparts. 
 
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all of the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere. The Master Servicer shall effect such recordation at the Trust’s expense upon the request in writing of a Certificateholder, but only if such direction is accompanied by an Opinion of Counsel (provided at the expense of the Certificateholder requesting recordation) to the effect that such recordation would materially and beneficially affect the interests of the Certificateholders or is required by law.
 
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
 
Section 12.03 Governing Law. 
 
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).
 
Section 12.04 Intention of Parties. 
 
It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or the Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase Agreement or this Agreement is held or deemed to create a security interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyance provided for in the Mortgage Loan Purchase Agreement from the Seller to the Depositor, and the conveyance provided for in this Agreement from the Depositor to the Trustee, shall be deemed to be an assignment and a grant by the Seller or the Depositor, as applicable, for the benefit of the Certificateholders, of a security interest in all of the assets that constitute the Trust Fund, whether now owned or hereafter acquired.
 
The Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets of the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and shall be maintained as such throughout the term of the Agreement.
 
Section 12.05 Notices. 
 
(a) The Trustee shall use its best efforts to promptly provide notice to each Rating Agency with respect to each of the following of which a Responsible Officer of the Trustee has actual knowledge:
 
(i) Any material change or amendment to this Agreement;
 
(ii) The occurrence of any Event of Default that has not been cured;
 
(iii) The resignation or termination of the Master Servicer, the Securities Administrator or the Trustee and the appointment of any successor;
 
(iv) The repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03, 4.20 and 11.01; and
 
(v) The final payment to Certificateholders.
 
(b) All directions, demands and notices hereunder shall be in writing and shall be deemed to have been duly given when delivered at or mailed by registered mail, return receipt requested, postage prepaid, or by recognized overnight courier, or by facsimile transmission to a number provided by the appropriate party if receipt of such transmission is confirmed to (i) in the case of the Depositor, Bear Stearns Asset Backed Securities I LLC, 383 Madison Avenue, New York, New York 10179, Attention: Chief Counsel, and with respect to Regulation AB notifications to the Depositor at regabnotifications@bear.com; (ii) in the case of the Seller or the Company, EMC Mortgage Corporation, EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067 (Facsimile: (469) 759-4714), attention: President or General Counsel or such other address as may be hereafter furnished to the other parties hereto by the Master Servicer in writing; (iii) in the case of the Trustee, at each Corporate Trust Office or such other address as the Trustee may hereafter furnish to the other parties hereto; (iv) in the case of the Master Servicer or the Securities Administrator, P. O. Box 98, Columbia, Maryland 21046 (or, for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045), Attention: BSABS I 2006-AC4 or such other address as may be hereafter furnished to the other parties hereto by the Securities Administrator in writing, and (v) in the case of the Rating Agencies, (x) Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Home Equity Monitoring and (y) Standard & Poor’s, 55 Water Street, 41st Floor, New York, New York 10041, Attention: Mortgage Surveillance Group. Any notice delivered to the Seller, the Master Servicer, the Securities Administrator or the Trustee under this Agreement shall be effective only upon receipt. Any notice required or permitted to be mailed to a Certificateholder, unless otherwise provided herein, shall be given by first-class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register; any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.
 
Section 12.06 Severability of Provisions. 
 
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.
 
Section 12.07 Assignment. 
 
Notwithstanding anything to the contrary contained herein, except as provided pursuant to Section 8.07, this Agreement may not be assigned by the Master Servicer, the Seller or the Depositor.
 
Section 12.08 Limitation on Rights of Certificateholders. 
 
The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the Trust Fund, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
 
No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
 
No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Securities Administrator, as appropriate, a written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Securities Administrator, as appropriate to institute such action, suit or proceeding in its own name as Trustee or the Securities Administrator, as appropriate, hereunder and shall have offered to the Trustee or the Securities Administrator, as appropriate, such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Securities Administrator, as appropriate, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 12.08, each and every Certificateholder, the Trustee or the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.
 
Section 12.09 Inspection and Audit Rights. 
 
The Master Servicer agrees that, on reasonable prior notice, it will permit any representative of the Depositor or the Trustee during the Master Servicer’s normal business hours, to examine all the books of account, records, reports and other papers of the Master Servicer relating to the Mortgage Loans, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants selected by the Depositor or the Trustee and to discuss its affairs, finances and accounts relating to such Mortgage Loans with its officers, employees and independent public accountants (and by this provision the Master Servicer hereby authorizes such accountants to discuss with such representative such affairs, finances and accounts), all at such reasonable times and as often as may be reasonably requested. Any out-of-pocket expense incident to the exercise by the Depositor or the Trustee of any right under this Section 12.09 shall be borne by the party requesting such inspection, subject to such party’s right to reimbursement hereunder (in the case of the Trustee, pursuant to Section 10.05 hereof).
 
Section 12.10 Certificates Nonassessable and Fully Paid. 
 
It is the intention of the Depositor that Certificateholders shall not be personally liable for obligations of the Trust Fund, that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and that the Certificates, upon due authentication thereof by the Securities Administrator pursuant to this Agreement, are and shall be deemed fully paid.
 
* * *


 

IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller, the Company, the Securities Administrator and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
 
             
BEAR STEARNS ASSET BACKED
SECURITIES I LLC,
as Depositor
               
              /s/ Joseph T. Jurkowski, Jr.
             
Name: Joseph T. Jurkowski, Jr.
             
Title: Vice President

             
EMC MORTGAGE CORPORATION,
as Seller and Company
               
              /s/ Debbie Pratt
             
Name: Debbie Pratt
             
Title: Senior Vice President

             
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Securities Administrator and Master Servicer
               
              /s/ Jennifer L. Richardson
             
Name: Jennifer L. Richardson
             
Title: Assistant Vice President

             
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
               
              /s/ Maryellen Hunter
             
Name: Maryellen Hunter
             
Title: Assistant Vice President
 




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


On this 30th day of June, 2006, before me, a notary public in and for said State, appeared Joseph T. Jurkowski, Jr., personally known to me on the basis of satisfactory evidence to be an authorized representative of Bear Stearns Asset Backed Securities I LLC, one of the companies that executed the within instrument, and also known to me to be the person who executed it on behalf of such limited liability company and acknowledged to me that such limited liability company executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
  /s/ Mervin E. Horst
 
Notary Public



[Notarial Seal]




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


On this 30th day of June, 2006, before me, a notary public in and for said State, appeared Jennifer L. Richardson, personally known to me on the basis of satisfactory evidence to be an authorized representative of Wells Fargo Bank, National Association that executed the within instrument, and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
  /s/ Darron C. Woodus
 
Notary Public



[Notarial Seal]
 

 



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

On this 30th day of June, 2006, before me, a notary public in and for said State, appeared Debbie Pratt, personally known to me on the basis of satisfactory evidence to be an authorized representative of EMC Mortgage Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation and acknowledged to me that such corporation executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
  /s/ Alfie Kearney
 
Notary Public



[Notarial Seal]




STATE OF MASSACHUSETTS
)
 
 
)
ss.:
COUNTY OF SUFFOLK
)
 


On this 30th day of June, 2006, before me, a notary public in and for said State, appeared Maryellen Hunter, personally known to me on the basis of satisfactory evidence to be an authorized representative of U.S. Bank National Association that executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
  /s/ Larry D. Snell
 
Notary Public



[Notarial Seal]
 

 

 
EXHIBIT A-1

FORM OF CLASS A CERTIFICATES
 
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
 
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
 
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.





Certificate No.1
Adjustable Pass-Through Rate
   
 
Class A-[1][2][3] Senior
 
   
 
Date of Pooling and Servicing Agreement and Cut-off Date:
June 1, 2006
 
Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$[_____________]
   
 
First Distribution Date:
July 25, 2006
 
Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $[_____________]
   
 
Master Servicer:
Wells Fargo Bank, National Association
 
CUSIP: [___________]
   
 
Assumed Final Distribution Date:
July 25, 2036
 
   

ASSET-BACKED CERTIFICATE
 
SERIES 2006-AC4
 
evidencing a percentage interest in the distributions allocable to the Class A-[1][2][3] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
 
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
 
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
 
Interest on this Certificate will accrue from and including the 25th day of the calendar month preceding the month in which a Distribution Date (as hereinafter defined) occurs to and including the 24th day of the calendar month in which that Distribution Date occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
 
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose and designated in such notice. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable thereto.
 
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
 
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee or the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
 
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
 
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
 
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
 
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
 
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Securities Administrator, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Depositor, the Master Servicer, the Securities Administrator, the Trustee or any such agent shall be affected by notice to the contrary.
 
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other related assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).
 
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.






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

Dated: June 30, 2006
     
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory
                 




CERTIFICATE OF AUTHENTICATION

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

             
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory
                 








ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

     
   
.

Dated:
 
 
Signature by or on behalf of assignor


   
 
Signature Guaranteed




DISTRIBUTION INSTRUCTIONS

This assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to
 
,
for the account of
 
,
account number___________, or, if mailed by check, to
 
,
Applicable statements should be mailed to
 
,
 
.

This information is provided by
 
,
the assignee named above, or
 
,
as its agent.
   







EXHIBIT A-2

FORM OF CLASS M CERTIFICATES
 
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [,] [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
 
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
 
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
 
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 
EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 7.02(b) OF THE AGREEMENT.




 
Certificate No.1
 
Adjustable Pass-Through Rate
   
 
Class M-[1][2][3] Subordinate
 
   
 
Date of Pooling and Servicing Agreement and Cut-off Date:
June 1, 2006
 
Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$[________________]
   
 
First Distribution Date:
July 25, 2006
 
Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$[________________]
   
 
Master Servicer:
Wells Fargo Bank, National Association
 
CUSIP: [_______________]
   
 
Assumed Final Distribution Date:
July 25, 2036
 
   

ASSET-BACKED CERTIFICATE
SERIES 2006-AC4
 
evidencing a percentage interest in the distributions allocable to the Class M-[1][2][3] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
 
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
 
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
 
Interest on this Certificate will accrue from and including the 25th day of the calendar month preceding the month in which a Distribution Date (as hereinafter defined) occurs (or, with respect to the first accrual period, the Closing Date) to and including the 24th day of the calendar month in which that Distribution Date occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month immediately following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
 
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose and designated in such notice. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto.
 
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
 
Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in section 7.02(b) of the Agreement.
 
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee or the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
 
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
 
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
 
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
 
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
 
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Securities Administrator, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Securities Administrator, the Trustee or any such agent shall be affected by notice to the contrary.
 
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other related assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).
 
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
 

 





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

Dated: June 30, 2006
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory




CERTIFICATE OF AUTHENTICATION

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

   
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory







ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

     
   
.

Dated:
 
 
Signature by or on behalf of assignor


   
 
Signature Guaranteed




DISTRIBUTION INSTRUCTIONS

This assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to
 
,
for the account of
 
,
account number___________, or, if mailed by check, to
 
,
Applicable statements should be mailed to
 
,
 
.

This information is provided by
 
,
the assignee named above, or
 
,
as its agent.
   





EXHIBIT A-3

FORM OF CLASS B CERTIFICATES
 
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [,] [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND] [CLASS M-3 CERTIFICATES] [,] [AND] [CLASS B-1 CERTIFICATES] [,] [AND] [CLASS B-2 CERTIFICATES] [,] [CLASS B-3 CERTIFICATES] [,] [AND] [CLASS B-4 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
 
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
 
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
 
[For Class B-1, Class B-2, Class B-3 and Class B-4] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
 
[For Class B-1, Class B-2, Class B-3 and Class B-4] [EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 7.02(b) OF THE AGREEMENT.]
 
[For Class B-5] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH EFFECT.]
 




 
Certificate No.1
 
Adjustable Pass-Through Rate
   
 
Class B-[1][2][3][4][5] Subordinate
 
   
 
Date of Pooling and Servicing Agreement and Cut-off Date:
June 1, 2006
 
Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$[________________]
   
 
First Distribution Date:
July 25, 2006
 
Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$[________________]
   
 
Master Servicer:
Wells Fargo Bank, National Association
 
CUSIP: [_______________]
   
 
Assumed Final Distribution Date:
July 25, 2036
 
   

ASSET-BACKED CERTIFICATE
SERIES 2006-AC4
 
evidencing a percentage interest in the distributions allocable to the Class B-[1][2][3][4][5] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
 
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
 
This certifies that ___________ is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
 
[For Class B-1, Class B-2, Class B-3 and Class B-4] [Interest on this Certificate will accrue from and including the 25th day of the calendar month preceding the month in which a Distribution Date (as hereinafter defined) occurs (or, with respect to the first accrual period, the Closing Date) to and including the 24th day of the calendar month in which that Distribution Date occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month immediately following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.]
 
[For Class B-5] [Interest on this Certificate will accrue from and including the 25th day of the calendar month preceding the month in which a Distribution Date (as hereinafter defined) occurs (or, with respect to the first accrual period, the Closing Date) to and including the 24th day of the calendar month in which that Distribution Date occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such Distribution date so long as this Certificate remains in non book-entry form (and otherwise, the close of business on the Business Day immediately preceding such Distribution Date) an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.]
 
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose and designated in such notice. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto.
 
[For Class B-5] [No transfer of this Class B-5 Certificate will be made unless such transfer is (i) exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws and (ii) made in accordance with Section 7.02 of the Agreement. In the event that such transfer is to be made the Securities Administrator shall register such transfer if, (i) made to a transferee who has provided the Securities Administrator with evidence as to its QIB status; or (ii) (A) the transferor has advised the Securities Administrator in writing that the Certificate is being transferred to an Institutional Accredited Investor and (B) prior to such transfer the transferee furnishes to the Securities Administrator an Investment Letter; provided that if based upon an Opinion of Counsel to the effect that (A) and (B) above are not sufficient to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable laws, the Securities Administrator shall as a condition of the registration of any such transfer require the transferor to furnish such other certifications, legal opinions or other information prior to registering the transfer of this Certificate as shall be set forth in such Opinion of Counsel.]
 
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
 
Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in section 7.02(b) of the Agreement.
 
[For Class B-5] [This Certificate may not be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, unless the transferee certifies or represents that the proposed transfer and holding of a Certificate and the servicing, management and operation of the trust and its assets: (i) will not result in any prohibited transaction which is not covered under an individual or class prohibited transaction exemption, including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23 and (ii) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee, which will be deemed represented by an owner of a Book-Entry Certificate or a Global Certificate, or an Opinion of Counsel specified in section 7.02 of the Agreement is provided. This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.]
 
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee or the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
 
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
 
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
 
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
 
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
 
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Securities Administrator, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Securities Administrator, the Trustee or any such agent shall be affected by notice to the contrary.
 
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other related assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).
 
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
 





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

Dated: June 30, 2006
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory




CERTIFICATE OF AUTHENTICATION

This is one of the Class B-[1][2][3][4][5] Certificates referred to in the within-mentioned Agreement.

   
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory






ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

     
   
.

Dated:
 
 
Signature by or on behalf of assignor


   
 
Signature Guaranteed




DISTRIBUTION INSTRUCTIONS

This assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to
 
,
for the account of
 
,
account number___________, or, if mailed by check, to
 
,
Applicable statements should be mailed to
 
,
 
.

This information is provided by
 
,
the assignee named above, or
 
,
as its agent.
   






EXHIBIT A-4

FORM OF CLASS C CERTIFICATES
 
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
 
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT (as defined below) AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES.
 
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER, THE SECURITIES ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
 




Certificate No. 1
Percentage Interest: 100%
   
Class C
 
   
Date of Pooling and Servicing Agreement
and Cut-off Date:
June 1, 2006
Aggregate Certificate Notional Amount of this Certificate as of the Cut-off Date:
$[____________]
   
First Distribution Date:
July 25, 2006
Initial Certificate Notional Amount of this Certificate as of the Cut-off Date:
$[____________]
   
Master Servicer:
Wells Fargo Bank, National Association
CUSIP: [_______________]
   
Assumed Final Distribution Date:
July 25, 2036
 
   

ASSET-BACKED CERTIFICATE
 
SERIES 2006-AC4
 
evidencing a percentage interest in the distributions allocable to the Class C Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
 
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
 
This certifies that ________________ is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
 
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
 
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose and designated in such notice.
 
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Securities Administrator shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Securities Administrator or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Depositor, the Seller and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
 
No transfer of this Certificate shall be made to any person, unless the transferee provides either (i) a certification pursuant to section 7.02(b) of the Agreement or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement, satisfactory to the Securities Administrator that the purchase and holding of this Certificate are permissible under applicable law, will not constitute or result in any non-exempt prohibited transactions under Section 406 ERISA or Section 4975 of the Code and will not subject the Trustee, Master Servicer, the Securities Administrator, or the Depositor to any obligation or liability in addition to those undertaken in the Agreement.
 
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
 
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee or the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
 
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
 
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
 
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
 
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
 
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Securities Administrator and the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Securities Administrator, the Trustee or any such agent shall be affected by notice to the contrary.
 
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other related assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).
 
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
 





IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.
 
Dated: June 30, 2006
 
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory




CERTIFICATE OF AUTHENTICATION
 
This is one of the Class C Certificates referred to in the within-mentioned Agreement.
 
   
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory

 





ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

     
   
.

Dated:
 
 
Signature by or on behalf of assignor


   
 
Signature Guaranteed




DISTRIBUTION INSTRUCTIONS

This assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to
 
,
for the account of
 
,
account number___________, or, if mailed by check, to
 
,
Applicable statements should be mailed to
 
,
 
.

This information is provided by
 
,
the assignee named above, or
 
,
as its agent.
   






EXHIBIT A-5

FORM OF CLASS P CERTIFICATES
 
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
 
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
 
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT (AS DEFINED BELOW) AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES.
 
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER, THE SECURITIES ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
 




 
Certificate No.1
 
Percentage Interest: 100%
   
 
Class P
 
   
 
Date of Pooling and Servicing Agreement and Cut-off Date:
June 1, 2006
 
Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$100.00
   
 
First Distribution Date:
July 25, 2006
 
Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$100.00
   
 
Master Servicer:
Wells Fargo Bank, National Association
 
CUSIP: [_________________]
   
 
Assumed Final Distribution Date:
July 25, 2036
 
   

ASSET-BACKED CERTIFICATE
SERIES 2006-AC4
 
evidencing a percentage interest in the distributions allocable to the Class P Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
 
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
 
This certifies that ________________ is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
 
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Securities Administrator of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Depositor will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may choose.
 
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
 
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose and designated in such notice.
 
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Securities Administrator shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit D and either E or F, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Securities Administrator or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Securities Administrator, the Depositor, the Seller and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
 
No transfer of this Certificate shall be made to any person, unless the transferee provides either (i) a certification pursuant to section 7.02(b) of the Agreement or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement, satisfactory to the Securities Administrator that the purchase and holding of this Certificate are permissible under applicable law, will not constitute or result in any non-exempt prohibited transactions under Section 406 ERISA or Section 4975 of the Code and will not subject the Trustee, Master Servicer, the Securities Administrator, or the Depositor to any obligation or liability in addition to those undertaken in the Agreement.
 
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
 
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee or the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
 
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
 
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
 
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
 
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
 
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Securities Administrator, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Securities Administrator, the Trustee or any such agent shall be affected by notice to the contrary.
 
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other related assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).
 
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
 






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

Dated: June 30, 2006
 
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory




CERTIFICATE OF AUTHENTICATION

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

   
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory







ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

     
   
.

Dated:
 
 
Signature by or on behalf of assignor


   
 
Signature Guaranteed




DISTRIBUTION INSTRUCTIONS

This assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to
 
,
for the account of
 
,
account number___________, or, if mailed by check, to
 
,
Applicable statements should be mailed to
 
,
 
.

This information is provided by
 
,
the assignee named above, or
 
,
as its agent.
   





EXHIBIT A-6

FORM OF CLASS R-[1][2][3][X] CERTIFICATES
 
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
 
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).
 
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT (AS DEFINED BELOW) OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER, THE SECURITIES ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
 
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND (4) SUCH TRANSFEREE IS A UNITED STATES PERSON. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
 




 
Certificate No.1
 
   
 
Class R-[1][2][3][X]
 
 
 
Percentage Interest: 100%
 
Date of Pooling and Servicing Agreement and Cut-off Date:
June 1, 2006
 
   
 
First Distribution Date:
July 25, 2006
 
   
 
Master Servicer:
Wells Fargo Bank, National Association
 
 
 
CUSIP: [____________]
 
Assumed Final Distribution Date:
July 25, 2036
 
   

ASSET-BACKED CERTIFICATE
 
SERIES 2006-AC4
 
evidencing a percentage interest in the distributions allocable to the Class R-[1][2][3][X] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.
 
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.
 
This certifies that ________________ is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. Wells Fargo Bank, National Association will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company, Wells Fargo Bank, National Association, as Master Servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
 
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Securities Administrator of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Depositor will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may choose.
 
The Securities Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
 
Distributions on this Certificate will be made by the Securities Administrator by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose and designated in such notice.
 
No transfer of this Certificate shall be made to any person, unless the transferee provides either (i) a certification pursuant to section 7.02(b) of the Agreement or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement, satisfactory to the Securities Administrator that the purchase and holding of this Certificate are permissible under applicable law, will not constitute or result in any non-exempt prohibited transactions under Section 406 ERISA or Section 4975 of the Code and will not subject the Trustee, Master Servicer, the Securities Administrator, or the Depositor to any obligation or liability in addition to those undertaken in the Agreement.
 
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
 
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee or the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
 
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
 
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
 
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.
 
The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
 
No service charge will be made to the Certificateholders for any such registration of transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Securities Administrator, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Depositor, the Master Servicer, the Securities Administrator, the Trustee or any such agent shall be affected by notice to the contrary.
 
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other related assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).
 
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.
 





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

Dated: June 30, 2006
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory




CERTIFICATE OF AUTHENTICATION

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

   
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory







ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

 

Dated:
 
 
Signature by or on behalf of assignor


   
 
Signature Guaranteed




DISTRIBUTION INSTRUCTIONS

This assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to
 
,
for the account of
 
,
account number___________, or, if mailed by check, to
 
,
Applicable statements should be mailed to
 
,
 
.

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as its agent.
   







EXHIBIT B

MORTGAGE LOAN SCHEDULE
STATE           ZIP CODE           CITY1                               PROPTYPE                          CURRENT_GROSS_COUPON       SERV_FEE
--------------------------------------------------------------------------------------------------------------------------------------------
CO                80123          LITTLETON                           Single Family                                  6.5               0.25
TX                76011          ARLINGTON                           Single Family                                6.875               0.25
MD                20743          CAPITOL HEIGHTS                     Single Family                                7.375               0.25
MO                63136          ST. LOUIS                           Single Family                                8.875               0.25
MD                21206          BALTIMORE                           Single Family                                7.625               0.25
NC                28636          Hiddenite                           Single Family                                    8               0.25
WI                53222          MILWAUKEE                           2-4 Family                                   9.375               0.25
IN                46055          Mc Cordsville                       PUD                                           7.75               0.25
OR                97701          BEND                                Single Family                                6.375               0.25
MD                20905          SILVER SPRING                       Single Family                                 7.75               0.25
VA                23462          VIRGINIA BEACH                      Single Family                                7.875               0.25
AZ                85323          AVONDALE                            PUD                                           7.25               0.25
VA                22554          Stafford                            Single Family                                  7.5               0.25
MD                20886          Gaithersburg                        PUD                                            7.5               0.25
DC                20002          Washington                          2-4 Family                                   6.625               0.25
VA                23112          Midlothian                          Single Family                                  7.5               0.25
DC                20002          Washington                          Single Family                                  7.5               0.25
DC                20011          Washington                          Townhouse                                    7.625               0.25
VA                22182          Vienna                              Single Family                                7.375               0.25
VA                23030          Charles City                        Single Family                                7.875               0.25
VA                22026          Dumfries                            PUD                                           7.75               0.25
GA                30360          DORAVILLE                           Single Family                                    7               0.25
MD                20906          Silver Spring                       Condominium                                    7.5               0.25
VA                20191          Reston                              Single Family                                    7               0.25
VA                22407          Fredericksburg                      Single Family                                  7.5               0.25
VA                22601          Winchester                          Townhouse                                     8.25               0.25
TX                77505          Pasadena                            PUD                                            7.5               0.25
VA                22030          Fairfax                             PUD                                            7.5               0.25
MD                20720          Bowie                               PUD                                           7.25               0.25
VA                22030          Fairfax                             PUD                                          6.375               0.25
MD                21218          Baltimore                           2-4 Family                                     6.5               0.25
GA                30620          Bethlehem                           Single Family                                    7               0.25
MA                 2026          Dedham                              Single Family                                  7.5               0.25
MD                21122          Pasadena                            PUD                                          7.125               0.25
MD                20774          Upper Marlboro                      PUD                                          7.125               0.25
MD                21074          Hampstead                           Single Family                                6.875               0.25
GA                31211          Macon                               Single Family                                 8.75               0.25
MD                21227          Baltimore                           2-4 Family                                   6.875               0.25
TN                37863          Pigeon Forge                        PUD                                          8.875               0.25
MD                21237          ROSEDALE                            Single Family                                6.875               0.25
MD                21163          GRANITE                             Condominium                                   7.75               0.25
TN                37876          Sevierville                         PUD                                           7.25               0.25
DE                19702          NEWARK                              PUD                                          7.125               0.25
MD                21213          Baltimore                           Townhouse                                        7               0.25
IL                60639          Chicago                             2-4 Family                                   7.875               0.25
MD                20705          BELTSVILLE                          Single Family                                6.375               0.25
MD                21774          New Market                          Single Family                                 7.25               0.25
VA                22204          Arlington                           Condominium                                   7.25               0.25
IL                61104          Rockford                            2-4 Family                                       9               0.25
MD                20722          Brentwood                           2-4 Family                                   6.875               0.25
GA                30180          Villa Rica                          Single Family                                 7.25               0.25
MD                20724          LAUREL                              PUD                                          7.375               0.25
NY                11566          MERRICK                             Single Family                                6.875               0.25
VA                20180          Lovettsville                        PUD                                          7.125               0.25
MI                49224          Albion                              Single Family                                 7.75               0.25
CT                 6511          New Haven                           Single Family                                7.625               0.25
GA                31907          COLUMBUS                            Single Family                                7.375               0.25
MO                64111          KANSAS CITY                         Single Family                                  7.5               0.25
TX                77450          KATY                                PUD                                              6               0.25
UT                84043          SARATOGA SPRINGS                    PUD                                          7.625               0.25
CO                80909          Colorado Springs                    Single Family                                7.625               0.25
VA                23235          RICHMOND                            Single Family                                 6.75               0.25
MD                21090          LINTHICUM HEIGHTS                   2-4 Family                                   6.875               0.25
NJ                 7090          WESTFIELD                           Single Family                                    7               0.25
CA                93230          HANFORD                             Single Family                                 7.75               0.25
VA                23220          RICHMOND                            Condominium                                  7.125               0.25
TN                37206          NASHVILLE                           Single Family                                    8               0.25
TN                37055          DICKSON                             Single Family                                    9               0.25
NJ                 7106          NEWARK                              Single Family                                7.125               0.25
TN                37209          NASHVILLE                           Condominium                                  6.625               0.25
PA                17601          LANCASTER                           Single Family                                6.375               0.25
MD                21146          SEVERNA PARK                        Single Family                                6.875               0.25
VA                24019          ROANOKE                             Single Family                                7.625               0.25
VA                20191          RESTON                              PUD                                              8               0.25
FL                32164          PALM COAST                          Single Family                                 7.75               0.25
NJ                 8740          OCEAN GATE                          Single Family                                 7.75               0.25
FL                33314          DAVIE                               Condominium                                    6.5               0.25
FL                32505          PENSACOLA                           Single Family                                7.875               0.25
PA                19380          West Chester                        2-4 Family                                    6.75               0.25
NJ                 7111          Irvington                           2-4 Family                                   6.875               0.25
FL                33881          WINTER HAVEN                        PUD                                           6.75               0.25
FL                33437          BOYNTON BEACH                       Single Family                                6.625               0.25
DC                20011          Washington                          Single Family                                6.875               0.25
MA                 2128          EAST BOSTON                         2-4 Family                                   7.875               0.25
CT                 6907          STAMFORD                            Condominium                                  7.875               0.25
MD                21239          BALTIMORE                           2-4 Family                                   6.875               0.25
MD                20874          GERMANTOWN                          Townhouse                                    6.875               0.25
PA                19380          West Chester                        2-4 Family                                    6.75               0.25
NY                10573          Port Chester                        2-4 Family                                     6.5               0.25
NY                13502          Utica                               2-4 Family                                    7.99               0.25
FL                32778          Tavares                             Single Family                                8.375               0.25
NY                11550          Hempstead                           Single Family                                7.125               0.25
NY                11207          Brooklyn                            2-4 Family                                    7.25               0.25
NY                11590          Westbury                            Single Family                                    7               0.25
NY                11221          Brooklyn                            2-4 Family                                    7.25               0.25
DC                20018          Washington                          Single Family                                    6               0.25
MD                20910          Silver Spring                       Hi-Rise Condo                                  7.5               0.25
DC                20018          Washington                          Single Family                                    6               0.25
MD                20745          Oxon Hill                           Townhouse                                      7.5               0.25
NC                27292          Lexington                           Single Family                                7.375               0.25
NJ                 7885          WHARTON BOROUGH                     Single Family                                 7.25               0.25
NC                28516          BEAUFORD                            Single Family                                7.625               0.25
NJ                 8086          WEST DEPTFORD                       Condominium                                   7.25               0.25
NJ                 7104          NEWARK                              2-4 Family                                   7.375               0.25
NJ                 7757          OCEANPORT                           Single Family                                7.625               0.25
NJ                 8046          WILLINGBORO TOWNSHIP                Single Family                                8.125               0.25
NJ                 8037          HAMMONTON                           Single Family                                8.625               0.25
NJ                 8401          ATLANTIC CITY                       2-4 Family                                    7.75               0.25
NJ                 7666          TEANECK TOWNSHIP                    2-4 Family                                   8.375               0.25
FL                32822          ORLANDO                             Condominium                                   7.25               0.25
NJ                 7104          NEWARK                              2-4 Family                                   8.125               0.25
NJ                 7103          Newark                              2-4 Family                                    7.25               0.25
NJ                 7050          ORANGE                              2-4 Family                                    7.25               0.25
NY                11783          SEAFORD                             Single Family                                6.875               0.25
NJ                 8016          BURLINGTON                          Single Family                                    8               0.25
NJ                 7109          BELLEVILLE TOWNSHIP                 Single Family                                 7.75               0.25
MI                49444          MUSKEGON HEIGHTS                    Single Family                                    8               0.25
TX                78725          Austin                              PUD                                           7.25               0.25
FL                33143          MIAMI                               Condominium                                  8.375               0.25
TX                78520          BROWNSVILLE                         PUD                                           7.25               0.25
FL                33023          PEMBROKE PINES                      Single Family                                6.875               0.25
MI                48209          DETROIT                             2-4 Family                                       7               0.25
CA                91204          GLENDALE                            2-4 Family                                    8.25               0.25
WA                98117          Seattle                             Single Family                                  7.5               0.25
TX                78214          San Antonio                         Single Family                                 8.25               0.25
TX                77433          Cypress                             PUD                                          6.875               0.25
CA                91702          Azusa                               Single Family                                  7.5               0.25
OR                97045          OREGON CITY                         Single Family                                  7.5               0.25
FL                33033          Homestead                           Single Family                                 6.75               0.25
TX                77064          Houston                             PUD                                          7.375               0.25
TX                77378          Willis                              Single Family                                8.625               0.25
VA                22554          STAFFORD                            Single Family                                    7               0.25
TX                78045          Laredo                              Condominium                                  6.875               0.25
TX                77373          Spring                              Single Family                                 7.75               0.25
TX                77373          Spring                              PUD                                           7.75               0.25
WA                98371          Puyallup                            Single Family                                6.625               0.25
TX                78566          LOS FRESNOS                         Single Family                                7.875               0.25
TX                78745          AUSTIN                              Single Family                                 7.75               0.25
FL                33142          Miami                               Condominium                                  8.875               0.25
FL                33178          Doral                               Condominium                                  8.875               0.25
NJ                 7652          Borough of Paramus                  Single Family                                 7.25               0.25
NJ                 7647          Northvale                           Single Family                                6.875               0.25
NJ                 8609          Trenton                             2-4 Family                                   7.875               0.25
NJ                 7106          Newark                              2-4 Family                                   7.375               0.25
CT                 6112          Hartford                            2-4 Family                                    8.25               0.25
NJ                 7060          North Plainfield                    2-4 Family                                   8.375               0.25
MA                 2126          Mattapan                            2-4 Family                                   8.375               0.25
NM                87048          CORRALES                            Single Family                                 7.25               0.25
MI                49426          HUDSONVILLE                         Single Family                                7.875               0.25
CO                80012          AURORA                              PUD                                          7.625               0.25
MN                55363          Montrose                            Single Family                                6.375               0.25
LA                70737          Gonzales                            Single Family                                7.125               0.25
AL                36561          Orange Beach                        PUD                                          6.375               0.25
FL                32413          Panama City Beach                   Condominium                                  6.875               0.25
FL                34787          Winter Garden                       PUD                                              7               0.25
AL                35128          Pell City                           Single Family                                6.875               0.25
TN                37421          Chattanooga                         Single Family                                 7.25               0.25
FL                34691          Holiday                             Single Family                                7.375               0.25
FL                32808          Orlando                             2-4 Family                                   7.625               0.25
FL                32804          Orlando                             Single Family                                6.875               0.25
MS                39350          Philadelphia                        Single Family                                7.875               0.25
GA                30533          Dahlonega                           Single Family                                7.875               0.25
FL                33708          Saint Petersburg                    Single Family                                 6.75               0.25
TN                37216          Nashville                           Single Family                                6.875               0.25
AL                36108          Montgomery                          Single Family                                7.375               0.25
FL                33803          Lakeland                            2-4 Family                                    7.25               0.25
FL                34223          Englewood                           Condominium                                  6.875               0.25
TN                37122          Mount Juliet                        Single Family                                6.875               0.25
FL                33705          Saint Petersburg                    Condominium                                    7.5               0.25
AL                35504          Jasper                              Single Family                                    7               0.25
FL                32566          Navarre                             PUD                                           6.75               0.25
TN                37086          La Vergne                           Single Family                                  6.5               0.25
FL                32810          Orlando                             PUD                                           7.75               0.25
AL                36301          Dothan                              Single Family                                  6.5               0.25
MS                39211          Jackson                             Single Family                                 7.25               0.25
LA                70056          Gretna                              PUD                                          7.375               0.25
TN                37721          Corryton                            Single Family                                6.375               0.25
GA                30011          Auburn                              PUD                                          7.375               0.25
TN                37115          Madison                             2-4 Family                                   7.375               0.25
KY                42320          Beaver Dam                          Single Family                                7.375               0.25
TN                37914          Knoxville                           Single Family                                7.875               0.25
FL                34491          Summerfield                         PUD                                          7.625               0.25
GA                30188          WOODSTOCK                           PUD                                              7               0.25
GA                30179          TEMPLE                              Single Family                                7.625               0.25
GA                30127          POWDER SPRINGS                      Single Family                                  7.5               0.25
GA                30344          EAST POINT                          Single Family                                  7.5               0.25
AL                36870          PHENIX CITY                         Single Family                                7.625               0.25
GA                30349          COLLEGE PARK                        Single Family                                  7.5               0.25
GA                30294          ELLENWOOD                           Single Family                                8.375               0.25
GA                30058          LITHONIA                            Single Family                                 7.75               0.25
GA                30040          CUMMING                             PUD                                            7.5               0.25
GA                30058          LITHONIA                            PUD                                            8.5               0.25
GA                30517          BRASELTON                           Single Family                                 7.75               0.25
NC                28211          CHARLOTTE                           Single Family                                 7.25               0.25
GA                30043          LAWRENCEVILLE                       Single Family                                 7.25               0.25
MO                64850          NEOSHO                              Single Family                                8.125               0.25
GA                30076          ROSWELL                             PUD                                           7.25               0.25
GA                31904          COLUMBUS                            Single Family                                 7.75               0.25
TN                37321          DAYTON                              Single Family                                  7.5               0.25
GA                31548          Kingsland                           Single Family                                6.875               0.25
NY                11211          BROOKLYN                            2-4 Family                                     7.5               0.25
NJ                 7522          Paterson                            2-4 Family                                       7               0.25
NJ                 7095          Woodbridge                          2-4 Family                                     7.5               0.25
PA                19139          Philadelphia                        Townhouse                                     7.75               0.25
PA                19104          Philadelphia                        Single Family                                7.875               0.25
NY                11713          Bellport                            Single Family                                8.875               0.25
PA                18966          Holland                             Single Family                                  7.5               0.25
NJ                 8527          Jackson                             Single Family                                    7               0.25
PA                17803          LANCASTER                           2-4 Family                                    8.75               0.25
PA                19150          Philadelphia                        Townhouse                                    7.375               0.25
NJ                 7064          Port Reading                        2-4 Family                                     7.5               0.25
CT                 6067          Rocky Hill                          2-4 Family                                   7.875               0.25
CT                 6902          Stamford                            Condominium                                  7.125               0.25
FL                32159          Lady Lake                           2-4 Family                                   6.875               0.25
FL                32159          Lady Lake                           2-4 Family                                   6.875               0.25
NY                11942          East Quogue                         Single Family                                6.625               0.25
NY                11793          WANTAGH                             Single Family                                  6.5               0.25
NY                11217          BROOKLYN                            2-4 Family                                   7.875               0.25
NY                11706          BAY SHORE                           Single Family                                 6.75               0.25
NY                11726          Copiague                            Single Family                                6.875               0.25
NY                11545          OLD BROOKVILLE                      Single Family                                 6.75               0.25
FL                32159          Lady Lake                           2-4 Family                                   6.875               0.25
CT                 6870          GREENWICH                           Single Family                                7.125               0.25
FL                32159          Lady Lake                           2-4 Family                                   6.875               0.25
IL                61853          Mahomet                             Single Family                                  7.5               0.25
NJ                 8103          CAMDEN                              Single Family                                 7.25               0.25
PA                19055          BRISTOL TWP                         Single Family                                8.375               0.25
NJ                 8103          CAMDEN                              Townhouse                                        7               0.25
NJ                 8103          CAMDEN                              Townhouse                                        7               0.25
NJ                 8103          CAMDEN                              Single Family                                 7.25               0.25
NJ                 8103          CAMDEN                              Single Family                                    7               0.25
AZ                85364          YUMA                                Single Family                                7.375               0.25
AZ                85364          YUMA                                Single Family                                 7.25               0.25
TX                78664          ROUND ROCK                          Single Family                                7.875               0.25
CO                80129          HIGHLANDS RANCH                     PUD                                           7.25               0.25
AZ                85364          YUMA                                Single Family                                7.375               0.25
AZ                85349          SAN LUIS                            Single Family                                7.375               0.25
AZ                85364          YUMA                                Single Family                                 7.25               0.25
CA                92251          IMPERIAL                            Single Family                                6.375               0.25
AR                72774          West Fork                           Single Family                                 8.25               0.25
TX                75214          Dallas                              2-4 Family                                    7.75               0.25
TX                75024          Plano                               Single Family                                  8.5               0.25
TX                78147          Poth                                Single Family                                    8               0.25
TX                75189          Royse City                          Single Family                                 7.75               0.25
TX                75228          Dallas                              Single Family                                 7.75               0.25
TX                78746          Austin                              Single Family                                 6.75               0.25
TX                75287          Dallas                              Single Family                                7.375               0.25
TX                75070          Mckinney                            Single Family                                7.875               0.25
TX                75069          Mckinney                            Single Family                                8.625               0.25
CA                90066          Los Angeles                         Single Family                                6.625               0.25
TX                77079          Houston                             PUD                                            7.5               0.25
CO                80102          Bennett                             Single Family                                7.125               0.25
TX                77489          Missouri City                       Single Family                                 6.75               0.25
GA                30045          Lawrenceville                       Single Family                                7.375               0.25
NC                27613          Raleigh                             PUD                                          7.375               0.25
MI                48879          Saint Johns                         Single Family                                8.875               0.25
NJ                 7055          Passaic                             Single Family                                 7.75               0.25
MN                56377          Sartell                             Single Family                                 7.25               0.25
NJ                 8724          Brick                               Condominium                                  7.375               0.25
NJ                 8757          Toms River                          Single Family                                6.625               0.25
MD                21702          FREDERICK                           PUD                                          6.625               0.25
NV                89123          Las Vegas                           PUD                                              7               0.25
GA                30157          DALLAS                              Single Family                                7.375               0.25
DC                20018          WASHINGTON                          Condominium                                    7.5               0.25
FL                33064          POMPANO BEACH                       2-4 Family                                   8.875               0.25
CA                92395          Victorville                         2-4 Family                                   7.375               0.25
CA                90039          Los Angeles                         Single Family                                  7.5               0.25
TX                78045          LAREDO                              Single Family                                 7.25               0.25
NY                10031          NEW YORK                            2-4 Family                                   7.375               0.25
MD                21210          Baltimore                           Single Family                                 7.25               0.25
TX                77084          HOUSTON                             PUD                                          7.375               0.25
AZ                86426          Fort Mohave                         PUD                                           7.25               0.25
NH                 3450          Harrisville                         Single Family                                6.375               0.25
MN                55429          Crystal                             Single Family                                7.625               0.25
CA                90731          San Pedro                           2-4 Family                                   6.875               0.25
CA                95658          NEWCASTLE                           2-4 Family                                   6.875               0.25
GA                30045          LAWRENCEVILLE                       Single Family                                6.875               0.25
GA                30016          Covington                           PUD                                            7.5               0.25
TX                78501          MCALLEN                             Single Family                                6.875               0.25
AZ                85226          CHANDLER                            Single Family                                 8.25               0.25
NC                27614          Raleigh                             Condominium                                  9.625               0.25
TX                78541          EDINBURG                            Single Family                                 7.75               0.25
WA                98036          BRIER                               Single Family                                  7.5               0.25
TX                79938          El Paso                             Single Family                                  7.5               0.25
CA                92234          Cathedral City                      Condominium                                  7.875               0.25
FL                33940          Naples                              Condominium                                   6.75               0.25
TX                78504          Mcallen                             Single Family                                6.875               0.25
CA                92545          HEMET                               PUD                                           7.25               0.25
NJ                 7456          RINGWOOD                            Single Family                                6.875               0.25
TX                78596          Weslaco                             Single Family                                9.375               0.25
NJ                 7446          Ramsey                              Single Family                                  7.5               0.25
AZ                85204          Mesa                                Townhouse                                      7.5               0.25
AZ                85048          PHOENIX                             Single Family                                    7               0.25
NJ                 8232          Pleasantville                       Single Family                                8.375               0.25
AZ                85383          Peoria                              PUD                                           6.75               0.25
FL                34744          Kissimmee                           PUD                                          6.875               0.25
FL                34744          Kissimmee                           PUD                                              7               0.25
AZ                85022          Phoenix                             PUD                                          7.375               0.25
NY                11213          Brooklyn                            2-4 Family                                   7.125               0.25
GA                30248          LOCUST GROVE                        PUD                                          7.375               0.25
CA                92704          SANTA ANA                           Single Family                                6.375               0.25
NJ                 8882          South River                         Single Family                                 7.75               0.25
CA                92356          Lucerne Valley                      Single Family                                    7               0.25
VA                20110          Manassas                            Townhouse                                      7.5               0.25
CT                 6512          East Haven                          Single Family                                 8.25               0.25
PA                19124          Philadelphia                        Single Family                                    7               0.25
DE                19904          DOVER                               Townhouse                                     7.25               0.25
WA                98026          Edmonds                             PUD                                          7.125               0.25
MD                21206          Baltimore                           Single Family                                7.875               0.25
NJ                 7059          Warren                              Single Family                                 6.75               0.25
VA                22645          Middletown                          Single Family                                7.875               0.25
FL                33142          Miami                               2-4 Family                                     7.5               0.25
MD                20623          CHELTENHAM                          Single Family                                6.875               0.25
TX                78541          Edinburg                            Single Family                                 7.25               0.25
CA                92646          Huntington Beach                    Single Family                                 7.25               0.25
VA                22701          Culpeper                            PUD                                           7.25               0.25
AZ                85297          Gilbert                             Single Family                                7.875               0.25
MN                55316          Champlin                            Single Family                                6.875               0.25
CA                91423          Sherman Oaks                        Single Family                                 8.25               0.25
CA                92592          Temecula                            Single Family                                 7.75               0.25
NJ                 8087          LITTLE EGG HARBOR                   Condominium                                  8.125               0.25
MN                55106          Saint Paul                          Single Family                                 7.75               0.25
TX                79835          CANUTILLO                           Single Family                                7.625               0.25
NJ                 8902          NORTH BRUNSWICK                     Single Family                                8.875               0.25
MD                21236          BALTIMORE                           PUD                                          7.125               0.25
TX                79912          El Paso                             Single Family                                7.375               0.25
TX                78245          San Antonio                         PUD                                              8               0.25
PA                19128          PHILADELPHIA                        Single Family                                7.125               0.25
AZ                85719          Tucson                              Single Family                                  8.5               0.25
TX                78045          Laredo                              Single Family                                7.375               0.25
CA                91501          Burbank                             Single Family                                7.375               0.25
TX                78572          Mission                             Single Family                                  7.5               0.25
CA                95648          Lincoln                             PUD                                          6.375               0.25
CA                95833          Sacramento                          PUD                                            6.5               0.25
NJ                 8242          Rio Grande                          PUD                                           7.25               0.25
CA                91335          Reseda                              Single Family                                  6.5               0.25
TX                75126          Forney                              Single Family                                7.875               0.25
TX                77095          Houston                             PUD                                            7.5               0.25
TX                76063          MANSFIELD                           PUD                                          7.375               0.25
MN                55371          Princeton                           Single Family                                7.875               0.25
GA                30071          Norcross                            Single Family                                  7.5               0.25
TX                77493          Katy                                PUD                                          7.375               0.25
FL                32092          Saint Augustine                     PUD                                           6.25               0.25
MA                 1108          Springfield                         2-4 Family                                   6.875               0.25
TX                75231          DALLAS                              Single Family                                7.875               0.25
TX                76065          Midlothian                          PUD                                          7.125               0.25
TX                77373          Spring                              PUD                                           7.75               0.25
FL                32254          Jacksonville                        Single Family                                  7.5               0.25
IL                61704          Bloomington                         Single Family                                  7.5               0.25
GA                30233          Jackson                             Single Family                                7.125               0.25
IL                60426          Harvey                              Single Family                                7.375               0.25
TX                75070          Mc Kinney                           PUD                                          7.625               0.25
TX                76014          Arlington                           Single Family                                 7.25               0.25
TX                75094          Murphy                              Single Family                                    7               0.25
TX                77550          Galveston                           Single Family                                  7.5               0.25
MA                 1040          Holyoke                             2-4 Family                                   6.875               0.25
SC                29625          Anderson                            Single Family                                 7.25               0.25
OH                43213          Whitehall                           Single Family                                    8               0.25
TX                76060          KENNEDALE                           Single Family                                 7.25               0.25
NC                27513          Cary                                Condominium                                  7.875               0.25
IN                46321          Munster                             Single Family                                    7               0.25
VA                23704          Portsmouth                          Single Family                                8.125               0.25
IL                60064          North Chicago                       Single Family                                 6.75               0.25
IL                60630          Chicago                             Single Family                                 7.75               0.25
TX                77550          Galveston                           Single Family                                  7.5               0.25
TX                77095          Houston                             PUD                                          7.625               0.25
OK                74055          Owasso                              PUD                                           7.75               0.25
TX                75234          Farmers Branch                      Single Family                                    8               0.25
TX                77471          Rosenberg                           Single Family                                8.125               0.25
TX                77493          KATY                                PUD                                          7.875               0.25
TX                77573          League City                         PUD                                          7.875               0.25
GA                30014          Covington                           2-4 Family                                    8.75               0.25
TX                76227          AUBREY                              PUD                                              7               0.25
AZ                85041          Phoenix                             PUD                                           6.25               0.25
TX                75401          GREENVILLE                          Single Family                                8.375               0.25
TX                75217          Dallas                              Single Family                                 8.75               0.25
TX                75071          Mckinney                            PUD                                           7.25               0.25
TX                75069          Mckinney                            Single Family                                 7.25               0.25
TX                76227          Aubrey                              PUD                                          7.125               0.25
TX                75230          Dallas                              Condominium                                   6.75               0.25
FL                32259          Jacksonville                        PUD                                            7.5               0.25
TX                75034          FRISCO                              PUD                                          7.375               0.25
LA                70458          NORTH SHORE                         2-4 Family                                     6.5               0.25
TX                78634          Hutto                               PUD                                            7.5               0.25
TX                76054          Hurst                               PUD                                          7.875               0.25
IL                60630          Chicago                             2-4 Family                                    7.25               0.25
MN                56308          ALEXANDRIA                          Single Family                                  7.5               0.25
MN                55904          Rochester                           Single Family                                7.625               0.25
NJ                 8109          Merchantville                       2-4 Family                                   7.625               0.25
TX                75159          Seagoville                          Single Family                                 8.75               0.25
TX                78745          AUSTIN                              PUD                                            7.5               0.25
TX                77449          Katy                                PUD                                          7.375               0.25
TX                76209          Denton                              Single Family                                    8               0.25
CA                92024          ENCINITAS                           Single Family                                7.125               0.25
NC                27526          Fuquay Varina                       Single Family                                7.875               0.25
FL                34711          CLERMONT                            Single Family                                7.625               0.25
MS                39042          BRANDON                             Single Family                                  7.5               0.25
UT                75220          DALLAS                              Single Family                                 6.75               0.25
FL                32708          WINTER SPRINGS                      PUD                                          6.875               0.25
GA                30039          SNELLVILLE                          PUD                                          7.875               0.25
MD                21211          Baltimore                           Single Family                                6.375               0.25
MD                21409          Annapolis                           Single Family                                6.875               0.25
PA                18466          Tobyhanna                           PUD                                           8.75               0.25
MA                 1201          Pittsfield                          2-4 Family                                   7.125               0.25
FL                33179          MIAMI                               Hi-Rise Condo                                  7.5               0.25
CA                94591          Vallejo                             2-4 Family                                   7.375               0.25
SC                29651          GREER                               Single Family                                  7.5               0.25
TX                75007          CARROLLTON                          Single Family                                 7.25               0.25
SC                29650          Greer                               Single Family                                  7.5               0.25
GA                30047          Lilburn                             Single Family                                7.125               0.25
OR                97013          CANBY                               Single Family                                6.875               0.25
WA                98682          Vancouver                           PUD                                          7.375               0.25
WA                98682          Vancouver                           PUD                                          7.375               0.25
CA                93422          Atascadero                          Single Family                                6.125               0.25
MD                20784          Hyattsville                         Single Family                                  7.5               0.25
CO                80537          Loveland                            PUD                                           6.25               0.25
OR                97459          NORTH BEND                          Single Family                                8.125               0.25
AZ                85282          Tempe                               Single Family                                6.625               0.25
TX                77539          Dickinson                           Single Family                                7.625               0.25
TN                37813          Morristown                          Single Family                                  7.5               0.25
NV                89509          Reno                                Condominium                                  8.125               0.25
AZ                85339          Laveen                              PUD                                          6.625               0.25
KY                40444          Lancaster                           Single Family                                  7.5               0.25
NJ                 7740          Long Branch                         2-4 Family                                    7.75               0.25
RI                 2886          Warwick                             Single Family                                    7               0.25
GA                30116          Carrollton                          Single Family                                8.125               0.25
CA                94591          VALLEJO                             2-4 Family                                   6.875               0.25
KY                40385          WACO                                2-4 Family                                    7.75               0.25
CA                93446          Paso Robles                         Single Family                                6.875               0.25
MD                21114          Crofton                             Single Family                                7.125               0.25
CA                92404          San Bernardino                      Single Family                                6.625               0.25
FL                33803          Lakeland                            Single Family                                 7.25               0.25
CA                92127          SAN DIEGO                           PUD                                           6.75               0.25
FL                32725          Deltona                             Single Family                                  7.5               0.25
OR                97212          PORTLAND                            Single Family                                7.375               0.25
AZ                85242          Queen Creek                         Single Family                                6.875               0.25
SC                29728          Pageland                            Single Family                                  7.5               0.25
FL                33870          Sebring                             2-4 Family                                    7.75               0.25
WA                99202          Spokane                             Single Family                                  7.5               0.25
GA                30102          ACWORTH                             Single Family                                    8               0.25
CA                95215          Stockton                            Single Family                                  6.5               0.25
TX                76179          Saginaw                             Single Family                                7.875               0.25
CA                95662          Orangevale                          Single Family                                7.375               0.25
CA                95928          Chico                               2-4 Family                                    7.75               0.25
CA                92551          Moreno Valley                       Single Family                                 6.75               0.25
MD                20724          Laurel                              Single Family                                    7               0.25
OR                97355          Lebanon                             Single Family                                 8.25               0.25
CA                94619          Oakland                             Single Family                                 6.75               0.25
CA                93402          LOS OSOS                            Single Family                                7.125               0.25
WA                98902          AHTANUM                             Single Family                                6.875               0.25
CA                95991          Yuba City                           Single Family                                7.375               0.25
FL                33870          Sebring                             Single Family                                 7.75               0.25
FL                34949          Fort Pierce                         Single Family                                6.875               0.25
TX                78729          AUSTIN                              2-4 Family                                   7.375               0.25
AZ                85215          Mesa                                Condominium                                    7.5               0.25
FL                33527          Dover                               Single Family                                    7               0.25
CA                90732          San Pedro                           Condominium                                   7.25               0.25
TN                37814          Morristown                          Single Family                                  7.5               0.25
SC                29575          MYRTLE BEACH                        Condominium                                    7.5               0.25
CA                93926          GONZALES                            2-4 Family                                    6.75               0.25
CA                93405          San Luis Obispo                     Single Family                                 6.75               0.25
SC                29657          Liberty                             Single Family                                6.875               0.25
AZ                85251          Scottsdale                          Condominium                                    7.5               0.25
CA                93446          Paso Robles                         Single Family                                7.125               0.25
CA                93446          PASO ROBLES                         Single Family                                6.375               0.25
FL                32118          Daytona Beach                       Condominium                                    7.5               0.25
FL                34746          Kissimmee                           PUD                                              7               0.25
TX                78729          Austin                              2-4 Family                                    7.75               0.25
ID                83858          RATHDRUM                            Single Family                                  7.5               0.25
CA                94546          Castro Valley                       Single Family                                 7.25               0.25
FL                33412          West Palm Beach                     Single Family                                7.625               0.25
MD                20874          Germantown                          PUD                                           6.75               0.25
KY                40214          LOUISVILLE                          Single Family                                 8.25               0.25
IN                46816          FORT WAYNE                          Single Family                                8.125               0.25
OH                45015          HAMILTON                            Single Family                                7.125               0.25
IN                46825          Fort Wayne                          Single Family                                7.875               0.25
KY                40258          LOUISVILLE                          Single Family                                 6.75               0.25
KY                40229          LOUISVILLE                          Single Family                                 6.75               0.25
IN                47130          UTICA                               Single Family                                  7.5               0.25
OH                43110          Canal Winchester                    Single Family                                7.375               0.25
TN                37062          FAIRVIEW                            Single Family                                  6.5               0.25
TN                37075          HENDERSONVILLE                      Single Family                                 6.75               0.25
IN                46052          LEBANON                             Single Family                                7.375               0.25
KY                40514          LEXINGTON                           Single Family                                    7               0.25
KY                42501          SOMERSET                            Single Family                                  6.5               0.25
TN                37205          NASHVILLE                           Condominium                                    8.5               0.25
FL                32303          Tallahassee                         Condominium                                  6.875               0.25
KY                40218          Louisville                          Single Family                                  7.5               0.25
IN                47129          Clarksville                         Single Family                                    7               0.25
OH                43068          REYNOLDSBURG                        Single Family                                 8.25               0.25
KY                42553          SCIENCE HILL                        2-4 Family                                   7.625               0.25
IN                46807          FORT WAYNE                          Single Family                                7.875               0.25
IN                46231          INDIANAPOLIS                        Single Family                                8.375               0.25
OH                44314          AKRON                               Single Family                                 7.25               0.25
IN                46310          DEMOTTE                             Single Family                                6.875               0.25
IN                47150          NEW ALBANY                          Single Family                                 7.25               0.25
IN                47122          GEORGETOWN                          Single Family                                  6.5               0.25
IN                47130          JEFFERSONVILLE                      Single Family                                  7.5               0.25
KY                42501          somerset                            Single Family                                 6.75               0.25
IN                46808          FORT WAYNE                          Single Family                                8.125               0.25
KY                40208          LOUISVILLE                          Condominium                                  7.375               0.25
IN                47102          AUSTIN                              Single Family                                  7.5               0.25
KY                40291          LOUISVILLE                          Single Family                                8.375               0.25
KY                40258          LOUISVILLE                          Single Family                                7.625               0.25
OH                44314          AKRON                               Single Family                                6.875               0.25
IN                46806          FORT WAYNE                          Single Family                                8.125               0.25
IN                47172          Sellersburg                         Single Family                                6.875               0.25
IN                46236          INDIANAPOLIS                        Single Family                                7.875               0.25
KY                40214          LOUISVILLE                          Single Family                                 8.25               0.25
WY                82935          GREEN RIVER                         2-4 Family                                    8.25               0.25
HI                96778          Pahoa                               Single Family                                6.875               0.25
CO                80002          Arvada                              Single Family                                 6.75               0.25
CA                92704          Santa Ana                           Condominium                                   8.75               0.25
WI                53081          Sheboygan                           Single Family                                7.125               0.25
WI                53221          Milwaukee                           Single Family                                    7               0.25
CO                80206          Denver                              Condominium                                   7.25               0.25
CO                81637          Gypsum                              Single Family                                 7.25               0.25
WY                82414          Cody                                Single Family                                6.875               0.25
VA                22315          Alexandria                          Hi-Rise Condo                                7.875               0.25
VA                22101          Mclean                              Condominium                                    6.5               0.25
FL                33143          South Miami                         Single Family                                 6.75               0.25
NJ                 8093          Westville                           Condominium                                  7.125               0.25
VA                22152          SPRINGFIELD                         Single Family                                  7.5               0.25
VA                23666          Hampton                             Single Family                                  7.5               0.25
VA                22041          Falls Church                        Single Family                                  7.5               0.25
TX                78747          AUSTIN                              Condominium                                   6.75               0.25
HI                96782          PEARL CITY                          PUD                                          7.625               0.25
NE                68116          OMAHA                               Single Family                                7.375               0.25
OK                74015          CATOOSA                             2-4 Family                                     7.5               0.25
TX                78260          SAN ANTONIO                         Single Family                                  7.5               0.25
OK                74015          CATOOSA                             2-4 Family                                     7.5               0.25
SC                29673          Piedmont                            Single Family                                  7.5               0.25
SC                29153          Sumter                              Single Family                                    9               0.25
SC                29063          Irmo                                Single Family                                 7.25               0.25
AZ                85086          ANTHEM                              PUD                                          7.125               0.25
SC                29577          Myrtle Beach                        Single Family                                7.375               0.25
SC                29169          West Columbia                       Single Family                                7.875               0.25
AZ                85705          Tucson                              2-4 Family                                     7.5               0.25
TX                78212          San Antonio                         2-4 Family                                    7.25               0.25
AZ                85242          Queen Creek                         Single Family                                6.875               0.25
AZ                85730          Tucson                              PUD                                          7.875               0.25
IN                46074          Westfield                           PUD                                           7.75               0.25
AZ                85705          Tucson                              2-4 Family                                     7.5               0.25
AZ                85747          Tucson                              Single Family                                    8               0.25
MO                64089          Smithville                          Single Family                                  6.5               0.25
AZ                85353          Tolleson                            PUD                                          7.875               0.25
TN                37067          Franklin                            Single Family                                7.625               0.25
IL                60628          Chicago                             Single Family                                7.875               0.25
AZ                85706          Tucson                              Single Family                                 8.75               0.25
MO                64068          Liberty                             Single Family                                6.875               0.25
TX                77584          Pearland                            PUD                                          7.625               0.25
AZ                85365          Yuma                                Single Family                                 7.25               0.25
AZ                85018          Phoenix                             Condominium                                  7.375               0.25
IL                60156          Lake In The Hills                   Condominium                                  7.125               0.25
TX                77061          Houston                             Single Family                                7.625               0.25
AZ                85712          Tucson                              Single Family                                 8.25               0.25
AZ                85379          Surprise                            PUD                                          7.625               0.25
TX                77571          La Porte                            PUD                                           7.25               0.25
IA                52806          Davenport                           Single Family                                7.875               0.25
AZ                85014          Phoenix                             Single Family                                  7.5               0.25
MO                64134          Kansas City                         Single Family                                    9               0.25
TX                77042          HOUSTON                             Condominium                                      9               0.25
TX                78006          BOERNE                              2-4 Family                                    7.25               0.25
TX                78203          San Antonio                         Single Family                                    8               0.25
TX                77338          HUMBLE                              PUD                                          7.625               0.25
TX                77338          HUMBLE                              PUD                                          7.625               0.25
CO                80620          EVANS                               Townhouse                                    7.625               0.25
TX                77840          COLLEGE STATION                     2-4 Family                                   8.875               0.25
TX                78032          HELOTES                             Single Family                                 7.75               0.25
TX                77386          SPRING                              PUD                                          7.625               0.25
TX                77338          HUMBLE                              PUD                                          7.625               0.25
CO                80620          EVANS                               Townhouse                                    7.625               0.25
TX                78250          SAN ANTONIO                         PUD                                          8.875               0.25
TX                77396          Humble                              PUD                                          7.875               0.25
TX                77396          HUMBLE                              PUD                                           8.25               0.25
TX                77338          Humble                              PUD                                            9.5               0.25
TX                77338          HUMBLE                              Single Family                                7.625               0.25
TX                77338          HUMBLE                              Single Family                                7.625               0.25
CO                80537          LOVELAND                            Single Family                                 7.25               0.25
TX                77045          HOUSTON                             Single Family                                 8.75               0.25
TX                77386          SPRING                              PUD                                          7.625               0.25
TX                78239          WINDCREST                           Single Family                                 7.25               0.25
TX                77396          Humble                              Single Family                                7.875               0.25
TX                77073          HOUSTON                             Single Family                                7.625               0.25
TX                77338          HUMBLE                              Single Family                                7.625               0.25
TX                78861          HONDO                               PUD                                          6.625               0.25
TX                77584          PEARLAND                            PUD                                          6.875               0.25
TX                77373          SPRING                              PUD                                          7.875               0.25
TX                77474          SEALY                               Single Family                                    7               0.25
TX                78239          WINDCREST                           Single Family                                7.125               0.25
AZ                85331          CAVE CREEK                          Single Family                                7.625               0.25
FL                32829          ORLANDO                             PUD                                          7.375               0.25
FL                33837          Davenport                           PUD                                            7.5               0.25
FL                32065          ORANGE PARK                         PUD                                           7.75               0.25
NC                28217          Charlotte                           Townhouse                                     7.25               0.25
FL                32210          JACKSONVILLE                        PUD                                           7.25               0.25
NC                28217          Charlotte                           PUD                                          7.625               0.25
NC                28217          Charlotte                           PUD                                           7.25               0.25
FL                33196          MIAMI                               Condominium                                  6.375               0.25
FL                33142          Miami                               Condominium                                  8.375               0.25
CA                91977          Spring Valley                       Single Family                                  6.5               0.25
CA                93535          Lancaster                           Single Family                                6.375               0.25
CA                92883          Corona                              Single Family                                  6.5               0.25
CA                91977          Spring Valley                       Single Family                                 7.25               0.25
CA                91911          Chula Vista                         Single Family                                  6.5               0.25
CA                93720          Fresno                              Single Family                                 7.25               0.25
AZ                85379          SURPRISE                            PUD                                           7.25               0.25
CA                92131          SAN DIEGO                           PUD                                          6.875               0.25
CA                92602          IRVINE                              Condominium                                  6.875               0.25
NV                89113          Las Vegas                           PUD                                          6.625               0.25
CA                95120          San Jose                            Single Family                                  6.5               0.25
FL                34747          Kissimmee                           Single Family                                 7.75               0.25
OH                43065          Powell                              PUD                                          6.875               0.25
NY                11719          Brookhaven                          Single Family                                5.875               0.25
TX                76116          Fort Worth                          Single Family                                7.125               0.25
NY                11205          Brooklyn                            Condominium                                  6.375               0.25
FL                34108          Naples                              Single Family                                    7               0.25
MA                 2189          WEYMOUTH                            Single Family                                  6.5               0.25
PA                15106          Carnegie                            Single Family                                 8.25               0.25
CT                 6786          Terryville                          Single Family                                    7               0.25
NJ                 8302          QUINTON                             Single Family                                 8.25               0.25
NY                12809          ARGYLE                              Single Family                                6.875               0.25
CT                 6810          Danbury                             Single Family                                 7.75               0.25
NY                11784          Selden                              Single Family                                 6.75               0.25
PA                18840          SAYRE                               Single Family                                 7.25               0.25
NY                14043          DEPEW                               2-4 Family                                   7.875               0.25
MA                 2740          NEW BEDFORD                         2-4 Family                                    8.25               0.25
CT                 6759          WINSTED                             Single Family                                8.375               0.25
CT                 6784          SHERMAN                             Single Family                                7.875               0.25
TX                76148          Watauga                             Single Family                                    7               0.25
OK                74066          Sapulpa                             Single Family                                7.375               0.25
TX                75089          Rowlett                             2-4 Family                                    7.25               0.25
OK                73020          Choctaw                             Single Family                                 6.75               0.25
OK                74701          Durant                              Single Family                                  6.5               0.25
MD                20639          Huntingtown                         Single Family                                 7.75               0.25
MD                20706          LANHAM                              Single Family                                 7.25               0.25
NC                27592          WILLOW SPRINGS                      Single Family                                 7.25               0.25
MD                20896          GARRETT PARK                        Single Family                                7.125               0.25
NC                27529          GARNER                              Single Family                                7.875               0.25
MD                20740          COLLEGE PARK                        Single Family                                7.125               0.25
MD                20737          Riverdale                           Single Family                                 7.75               0.25
MD                21227          Halethorpe                          Single Family                                6.625               0.25
NC                27529          GARNER                              PUD                                            7.5               0.25
MD                21851          POCOMOKE CITY                       PUD                                          6.875               0.25
VA                20120          SULLY STATION                       Single Family                                  7.5               0.25
MD                21208          BALTIMORE                           Single Family                                7.625               0.25
MD                21851          POCOMOKE CITY                       2-4 Family                                   6.875               0.25
MD                21851          POCOMOKE CITY                       2-4 Family                                   6.875               0.25
MD                20785          HYATTSVILLE                         Condominium                                  7.375               0.25
MD                20740          COLLEGE PARK                        Condominium                                  7.125               0.25
NC                27927          Corolla                             Single Family                                 6.75               0.25
VA                23703          Portsmouth                          Single Family                                 8.25               0.25
VA                23322          Chesapeake                          Single Family                                  7.5               0.25
MA                 1562          Spencer                             Single Family                                    8               0.25
VA                22443          Colonial Beach                      Single Family                                 7.25               0.25
MD                21114          Crofton                             PUD                                          6.625               0.25
MD                21078          Havre De Grace                      Single Family                                7.625               0.25
NJ                 7029          Harrison                            2-4 Family                                   6.625               0.25
MD                21001          Aberdeen                            Single Family                                  7.5               0.25
CT                 6787          Thomaston                           2-4 Family                                   7.125               0.25
RI                 2909          Providence                          2-4 Family                                    6.25               0.25
MA                 1460          Littleton                           Single Family                                6.625               0.25
MA                 1752          Marlborough                         Single Family                                7.375               0.25
NH                 3243          Hill                                Single Family                                  6.5               0.25
MD                21078          Havre De Grace                      2-4 Family                                    7.75               0.25
MA                 1844          Methuen                             Single Family                                6.375               0.25
VA                22553          Spotsylvania                        Single Family                                7.875               0.25
MA                 1845          North Andover                       2-4 Family                                    7.25               0.25
RI                 2895          Woonsocket                          Single Family                                 8.25               0.25
MD                20854          Potomac                             Single Family                                6.875               0.25
FL                33401          WEST PALM BEACH                     Single Family                                 6.75               0.25
FL                32829          ORLANDO                             PUD                                            6.5               0.25
VA                22153          Springfield                         Townhouse                                    6.875               0.25
MD                20901          SILVER SPRING                       Single Family                                7.375               0.25
MD                21075          HANOVER                             Condominium                                   6.75               0.25
VA                22901          CHARLOTTESVILLE                     Condominium                                   6.25               0.25
FL                34208          BRADENTON                           Single Family                                8.875               0.25
AZ                85757          Tucson                              PUD                                          6.875               0.25
VA                20171          Herndon                             Condominium                                  7.125               0.25
MD                20732          CHESAPEAK BCH                       Single Family                                7.625               0.25
NC                27610          Raleigh                             PUD                                              7               0.25
FL                33809          Lakeland                            PUD                                          7.125               0.25
MA                 2360          Plymouth                            2-4 Family                                   8.625               0.25
IL                61802          Urbana                              Townhouse                                    7.875               0.25
NM                87121          Albuquerque                         PUD                                          7.125               0.25
AL                35603          Decatur                             2-4 Family                                   7.625               0.25
VA                22701          CULPEPER                            PUD                                          7.875               0.25
NM                87121          Albuquerque                         PUD                                          7.125               0.25
GA                30311          Atlanta                             Single Family                                7.875               0.25
AL                35601          Decatur                             2-4 Family                                   7.625               0.25
MD                21037          EDGEWATER                           PUD                                          7.375               0.25
AZ                85085          Phoenix                             PUD                                          7.625               0.25
CA                91367          LOS ANGELES                         Single Family                                    7               0.25
TX                78247          San Antonio                         PUD                                          7.375               0.25
MA                 1537          North Oxford                        2-4 Family                                   6.875               0.25
FL                33177          Miami                               Single Family                                9.125               0.25
NV                89123          Las Vegas                           Single Family                                6.125               0.25
TX                76543          Killeen                             Single Family                                8.625               0.25
KS                66102          Kansas City                         2-4 Family                                   7.125               0.25
WI                54241          Two Rivers                          2-4 Family                                   6.875               0.25
UT                84117          Holladay                            PUD                                          6.875               0.25
CO                80603          Brighton                            Single Family                                 6.75               0.25
MO                63119          Saint Louis                         Single Family                                6.375               0.25
TX                78238          San Antonio                         Single Family                                7.875               0.25
NH                 3812          Bartlett                            Single Family                                7.625               0.25
IL                60605          Chicago                             Hi-Rise Condo                                 8.75               0.25
PA                18702          Wilkes Barre                        2-4 Family                                   8.875               0.25
TX                76039          Euless                              PUD                                          6.875               0.25
VA                23803          Petersburg                          Single Family                                5.875               0.25
MI                48125          Dearborn Heights                    Single Family                                7.875               0.25
OH                44107          Lakewood                            2-4 Family                                   6.875               0.25
OR                97212          Portland                            2-4 Family                                     7.5               0.25
NM                87105          Albuquerque                         Single Family                                 6.75               0.25
WI                54241          Two Rivers                          2-4 Family                                   6.875               0.25
FL                34471          Ocala                               Single Family                                7.625               0.25
MD                21122          PASADENA                            Single Family                                 6.75               0.25
AZ                85713          TUCSON                              Single Family                                7.375               0.25
MD                21409          GLEN BURNIE                         PUD                                           8.75               0.25
CA                91768          POMONA                              Single Family                                7.375               0.25
MD                21163          WOODSTOCK                           PUD                                            7.5               0.25
NV                89117          LAS VEGAS                           Single Family                                8.125               0.25
NC                27215          BURLINGTON                          Single Family                                 6.75               0.25
HI                96707          KAPOLEI                             Condominium                                  6.625               0.25
WA                98513          OLYMPIA                             PUD                                           7.25               0.25
AZ                85205          MESA                                2-4 Family                                   6.875               0.25
NJ                 8232          Pleasantville                       2-4 Family                                     7.5               0.25
NJ                 7003          Bloomfield                          2-4 Family                                    6.75               0.25
MD                20912          Takoma Park                         Single Family                                7.875               0.25
MD                20879          Gaithersburg                        PUD                                           7.75               0.25
NJ                 7003          Bloomfield                          Single Family                                7.375               0.25
FL                32713          Debary                              Single Family                                6.875               0.25
NJ                 7086          Weehawken                           Hi-Rise Condo                                  7.5               0.25
NY                10704          Yonkers                             2-4 Family                                       7               0.25
FL                33068          N Lauderdale                        Single Family                                 7.75               0.25
MD                20874          Germantown                          PUD                                          7.625               0.25
NJ                 7026          Garfield                            2-4 Family                                       7               0.25
MD                20879          Gaithersburg                        Townhouse                                    7.625               0.25
GA                30253          Mc Donough                          Single Family                                 7.25               0.25
GA                30058          Lithonia                            Single Family                                7.875               0.25
GA                30078          Snellville                          Single Family                                6.875               0.25
CA                90814          LONG BEACH                          Single Family                                 6.25               0.25
IN                46628          SOUTH BEND                          Single Family                                7.625               0.25
NY                10550          Mount Vernon                        2-4 Family                                     7.5               0.25
FL                34606          Spring Hill                         Single Family                                  6.5               0.25
NJ                 7748          Middletown                          Single Family                                  7.5               0.25
NY                10589          Somers                              Single Family                                  6.5               0.25
NJ                 8401          Atlantic City                       2-4 Family                                   6.625               0.25
CA                93268          TAFT                                Condominium                                   6.75               0.25
PA                19440          Hatfield                            Single Family                                6.376               0.25
PA                18951          Quakertown                          PUD                                            6.5               0.25
PA                18969          souderton                           Single Family                                  6.5               0.25
AZ                85224          Chandler                            Single Family                                7.625               0.25
CA                92117          SAN DIEGO                           Single Family                                 7.25               0.25
MO                65625          Cassville                           Single Family                                  6.5               0.25
NY                11779          Ronkonkoma                          Single Family                                7.625               0.25
MA                 1830          Haverhill                           Single Family                                7.375               0.25
NY                11581          Valley Stream                       Single Family                                 7.25               0.25
CO                80021          WESTMINSTER                         Single Family                                    7               0.25
VA                22042          FALLS CHURCH                        Single Family                                6.875               0.25
CO                80229          DENVER                              Single Family                                7.875               0.25
MD                20637          HUGHESVILLE                         PUD                                          6.625               0.25
KY                40117          EKRON                               Single Family                                 6.75               0.25
OH                43119          GALLOWAY                            Single Family                                 7.75               0.25
AZ                85303          GLENDALE                            Single Family                                7.625               0.25
AZ                85085          PHOENIX                             PUD                                           7.75               0.25
AZ                85041          PHOENIX                             PUD                                          7.125               0.25
KS                66215          LENEXA                              Single Family                                 7.75               0.25
FL                32801          Orlando                             Condominium                                  6.875               0.25
FL                33040          Key West                            Single Family                                7.375               0.25
FL                33127          Miami                               Single Family                                7.125               0.25
FL                33012          Hialeah                             Single Family                                 7.25               0.25
FL                32526          Pensacola                           Single Family                                7.875               0.25
FL                32229          Jacksonville                        Condominium                                    7.5               0.25
AL                36582          THEODORE                            Single Family                                    8               0.25
SC                29153          Sumter                              Single Family                                    9               0.25
SC                29681          Simpsonville                        Single Family                                  7.5               0.25
FL                32092          Saint Augustine                     PUD                                           7.75               0.25
GA                31064          Monticello                          Single Family                                6.875               0.25
SC                29108          Newberry                            Single Family                                    9               0.25
GA                30281          Stockbridge                         PUD                                          7.625               0.25
SC                29642          Easley                              Single Family                                7.125               0.25
FL                32210          Jacksonville                        Single Family                                7.125               0.25
GA                31419          Savannah                            PUD                                           6.75               0.25
GA                30533          Dahlonega                           Single Family                                 8.75               0.25
SC                29108          Newberry                            Single Family                                    9               0.25
GA                31405          Savannah                            2-4 Family                                   7.875               0.25
SC                29642          Easley                              Single Family                                7.625               0.25
FL                32256          Jacksonville                        PUD                                          7.625               0.25
SC                29445          Goose Creek                         Single Family                                7.375               0.25
SC                29651          Greer                               Single Family                                7.875               0.25
SC                29054          Gilbert                             Single Family                                  7.5               0.25
SC                29150          Sumter                              Single Family                                    9               0.25
GA                31308          ELLABELL                            Single Family                                 7.25               0.25
SC                29646          Greenwood                           Single Family                                8.625               0.25
SC                29662          Mauldin                             PUD                                           7.25               0.25
SC                29203          Columbia                            Single Family                                    9               0.25
SC                29150          Sumter                              Single Family                                    9               0.25
SC                29112          North                               Single Family                                8.375               0.25
AZ                85243          QUEEN CREEK                         PUD                                          6.875               0.25
TX                75098          Wylie                               Single Family                                 8.25               0.25
MD                21009          ABINGDON                            PUD                                           7.25               0.25
UT                84025          FARMINGTON                          Single Family                                7.125               0.25
NV                89131          LAS VEGAS                           Single Family                                  7.5               0.25
FL                33603          Tampa                               Single Family                                 8.25               0.25
GA                30273          Rex                                 Single Family                                 6.25               0.25
GA                30228          Hampton                             Single Family                                7.625               0.25
NC                27526          Fuquay Varina                       Single Family                                6.625               0.25
GA                30132          Dallas                              PUD                                           7.75               0.25
GA                30016          Covington                           PUD                                          7.125               0.25
NC                28205          Charlotte                           2-4 Family                                   7.625               0.25
FL                33606          Tampa                               Single Family                                6.625               0.25
NC                27604          Raleigh                             PUD                                          7.875               0.25
NC                27713          Durham                              PUD                                              8               0.25
NC                28305          Fayetteville                        Single Family                                8.125               0.25
GA                30067          Marietta                            Condominium                                   6.75               0.25
FL                32908          Palm Bay                            Single Family                                7.625               0.25
GA                30019          Dacula                              Single Family                                7.625               0.25
FL                34232          Sarasota                            Single Family                                8.125               0.25
GA                30228          Hampton                             Single Family                                6.875               0.25
GA                30013          Conyers                             Single Family                                 8.25               0.25
GA                30004          Alpharetta                          PUD                                          7.375               0.25
FL                34741          Kissimmee                           Townhouse                                    7.375               0.25
FL                33178          DORAL                               Condominium                                  7.375               0.25
GA                30102          Acworth                             Single Family                                7.375               0.25
SC                29710          Clover                              Single Family                                  7.5               0.25
GA                30350          Atlanta                             PUD                                           6.75               0.25
NC                28209          Charlotte                           Single Family                                    8               0.25
GA                30039          Snellville                          Single Family                                 7.75               0.25
GA                30058          LITHONIA                            Single Family                                7.125               0.25
FL                33434          Boca Raton                          PUD                                            6.5               0.25
GA                30094          Conyers                             PUD                                          8.125               0.25
GA                30017          Grayson                             PUD                                          6.875               0.25
FL                33905          Fort Myers                          Single Family                                7.625               0.25
GA                30533          Dahlonega                           Single Family                                8.375               0.25
GA                30308          Atlanta                             Condominium                                    7.5               0.25
GA                30045          Lawrenceville                       Single Family                                7.625               0.25
GA                30506          Gainesville                         Single Family                                8.375               0.25
GA                30101          Acworth                             Single Family                                 7.25               0.25
FL                32771          Sanford                             PUD                                           6.75               0.25
GA                30228          Hampton                             Single Family                                8.375               0.25
FL                32779          Longwood                            PUD                                           6.75               0.25
GA                30022          Alpharetta                          Townhouse                                     6.25               0.25
NC                28078          Huntersville                        PUD                                          6.625               0.25
FL                33461          Lake Worth                          PUD                                          6.375               0.25
NC                28677          Statesville                         2-4 Family                                   7.625               0.25
GA                30052          Loganville                          Single Family                                 8.25               0.25
FL                32967          Vero Beach                          Single Family                                7.875               0.25
GA                30067          Marietta                            Single Family                                6.875               0.25
FL                33913          Fort Myers                          Condominium                                   7.75               0.25
NY                11590          Westbury                            Single Family                                7.875               0.25
VA                23692          GRAFTON                             Single Family                                    9               0.25
FL                32225          JACKSONVILLE                        PUD                                          6.875               0.25
FL                32218          JACKSONVILLE                        Single Family                                  7.5               0.25
CA                90044          LOS ANGELES                         2-4 Family                                    7.25               0.25
CA                91306          Canoga Park                         Single Family                                 7.25               0.25
FL                33618          CRYSTAL BEACH                       2-4 Family                                       8               0.25
NY                10010          New York                            2-4 Family                                   7.375               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
OH                43202          COLUMBUS                            2-4 Family                                   5.875               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
OH                44062          MIDDLEFIELD                         Single Family                                6.625               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
OH                44333          FAIRLAWN                            Single Family                                  6.5               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
OH                43202          COLUMBUS                            2-4 Family                                    5.99               0.25
IN                47909          LAFAYETTE                           2-4 Family                                    6.75               0.25
UT                84098          Park City                           Condominium                                   7.25               0.25
UT                84120          Salt Lake Cty                       Single Family                                7.875               0.25
UT                84120          Salt Lake City                      2-4 Family                                   7.125               0.25
UT                84098          PARK CITY                           Condominium                                   7.75               0.25
FL                33850          Lake Alfred                         2-4 Family                                   7.375               0.25
MN                55117          Saint Paul                          Single Family                                7.875               0.25
TX                77384          SPRING                              Townhouse                                    8.375               0.25
TX                75154          GLENN HEIGHTS                       Single Family                                7.625               0.25
TX                77099          HOUSTON                             PUD                                            8.5               0.25
TX                76126          FORT WORTH                          Single Family                                    7               0.25
TN                37188          WHITE HOUSE                         2-4 Family                                     7.5               0.25
TX                75056          THE COLONY                          Single Family                                 7.75               0.25
CA                93534          LANCASTER                           2-4 Family                                   6.875               0.25
TX                77077          HOUSTON                             Single Family                                7.375               0.25
TX                77087          HOUSTON                             Single Family                                7.375               0.25
MN                55441          PLYMOUTH                            Single Family                                6.875               0.25
TX                75150          MESQUITE                            Single Family                                7.125               0.25
AL                35816          HUNTSVILLE                          2-4 Family                                   6.875               0.25
TX                78526          BROWNSVILLE                         Single Family                                7.625               0.25
TX                78223          SAN ANTONIO                         2-4 Family                                   8.375               0.25
TX                77469          Richmond                            PUD                                          7.875               0.25
CA                95969          Paradise                            Single Family                                  7.5               0.25
WA                98366          PORT ORCHARD                        Single Family                                  6.5               0.25
NV                89121          LAS VEGAS                           Condominium                                  8.125               0.25
AZ                85925          EAGAR                               Single Family                                    7               0.25
SC                29910          BLUFFTON                            PUD                                          7.625               0.25
GA                30004          ALPHARETTA                          Single Family                                7.375               0.25
IL                60638          CHICAGO                             Single Family                                 7.25               0.25
WI                53142          KENOSHA                             Single Family                                6.875               0.25
MN                56468          NISSWA                              Single Family                                 7.75               0.25
WA                99336          KENNEWICK                           Single Family                                 7.25               0.25
GA                30213          FAIRBURN                            Single Family                                 7.25               0.25
TX                77396          HUMBLE                              PUD                                          7.625               0.25
IL                60097          WONDERLAKE                          Single Family                                  7.5               0.25
WA                99337          KENNEWICK                           Single Family                                  7.5               0.25
TX                77494          KATY                                PUD                                           7.25               0.25
TX                77584          PEARLAND                            Single Family                                6.875               0.25
TX                75206          DALLAS                              Condominium                                  7.125               0.25
WA                99301          PASCO                               Single Family                                6.875               0.25
FL                34654          NEW PORT RICHEY                     PUD                                          7.125               0.25
WA                99301          PASCO                               Single Family                                  7.5               0.25
IL                60115          DEKALB                              PUD                                            7.5               0.25
TX                77304          CONROE                              PUD                                            7.5               0.25
CO                80911          CO SPGS                             Single Family                                 7.25               0.25
WI                54949          MANAWA                              Single Family                                 7.75               0.25
AZ                85204          MESA                                Single Family                                7.375               0.25
GA                31313          HINESVILLE                          PUD                                          7.875               0.25
MN                55431          BLOOMINGTON                         Condominium                                  6.875               0.25
MN                55423          RICHFIELD                           Single Family                                  7.5               0.25
MN                55303          ANOKA                               Single Family                                 6.75               0.25
FL                33021          HOLLYWOOD                           Hi-Rise Condo                                7.125               0.25
MO                63090          WASHINGTON                          Condominium                                    7.5               0.25
MN                55330          ELK RIVER                           Single Family                                7.125               0.25
MN                55337          BURNSVILLE                          Single Family                                  7.5               0.25
IL                60477          ORLAND HILLS                        Single Family                                  7.5               0.25
MD                21783          SMITHSBURG                          Single Family                                6.875               0.25
TX                75491          WHITEWRIGHT                         Single Family                                    7               0.25
TX                76227          AUBREY                              PUD                                            7.5               0.25
TX                75707          Tyler                               Single Family                                    9               0.25
TX                75217          Dallas                              Single Family                                    8               0.25
TX                75238          DALLAS                              Single Family                                6.875               0.25
FL                32208          JACKSONVILLE                        Single Family                                    7               0.25
MD                21224          BALTIMORE                           2-4 Family                                    7.25               0.25
TX                76201          DENTON                              2-4 Family                                     7.5               0.25
TX                75035          FRISCO                              PUD                                           9.25               0.25
TX                76201          DENTON                              Single Family                                6.875               0.25
TX                75229          DALLAS                              Single Family                                7.125               0.25
TX                75757          BULLARD                             Single Family                                6.875               0.25
TX                75236          Dallas                              Single Family                                8.625               0.25
TX                75021          DENISON                             Single Family                                    8               0.25
TX                76132          BENBROOK                            PUD                                           7.25               0.25
TX                75652          HENDERSON                           Single Family                                   10               0.25
TX                75702          TYLER                               Single Family                                    9               0.25
TX                75204          DALLAS                              Hi-Rise Condo                                 7.25               0.25
TX                77840          COLLEGE STATION                     2-4 Family                                    7.25               0.25
TX                77707          BEAUMONT                            Single Family                                8.625               0.25
TX                75418          BONHAM                              Single Family                                    8               0.25
TX                79107          AMARILLO                            2-4 Family                                    9.25               0.25
NC                27406          GREENSBORO                          Single Family                                6.875               0.25
NC                27376          WEST END                            Single Family                                7.375               0.25
CO                80126          Highlands Ranch                     PUD                                            7.5               0.25
CA                92253          La Quinta                           PUD                                            6.5               0.25
CO                81504          Grand Junction                      PUD                                              7               0.25
MA                 2302          Brockton                            Single Family                                8.125               0.25
CA                90805          Long Beach                          2-4 Family                                     6.5               0.25
NM                87120          Albuquerque                         Single Family                                    8               0.25
NM                87124          Rio Rancho                          Single Family                                    8               0.25
NY                14120          North Tonawanda                     2-4 Family                                    8.75               0.25
FL                33712          Saint Petersburg                    Single Family                                    7               0.25
NC                28741          Highlands                           PUD                                           6.75               0.25
CA                94506          Danville                            PUD                                          6.625               0.25
FL                33705          Saint Petersburg                    Single Family                                    7               0.25
CA                93561          Tehachapi                           2-4 Family                                    7.25               0.25
ME                 4276          Rumford                             Single Family                                  7.5               0.25
TX                77385          Conroe                              PUD                                              8               0.25
CA                93401          San Luis Obispo                     Single Family                                7.375               0.25
FL                33701          Saint Petersburg                    2-4 Family                                       7               0.25
WA                98270          Marysville                          Single Family                                8.125               0.25
MA                 1089          West Springfield                    2-4 Family                                    8.25               0.25
FL                33713          Saint Petersburg                    2-4 Family                                       7               0.25
WA                98270          Marysville                          Single Family                                8.125               0.25
ID                83713          Boise                               Single Family                                 7.75               0.25
CA                91040          SUNLAND                             Single Family                                7.625               0.25
GA                30008          Marietta                            Single Family                                6.875               0.25
GA                30126          Mableton                            Single Family                                7.375               0.25
NC                27511          Cary                                Single Family                                    7               0.25
GA                30223          Griffin                             Single Family                                    7               0.25
GA                30116          Carrollton                          Single Family                                 8.75               0.25
GA                30152          Kennesaw                            Single Family                                 7.25               0.25
GA                30080          Smyrna                              Single Family                                7.375               0.25
GA                30188          Woodstock                           Single Family                                 7.25               0.25
GA                30213          Fairburn                            PUD                                           7.75               0.25
IL                60628          Chicago                             Single Family                                7.625               0.25
MO                63113          Saint Louis                         Single Family                                8.875               0.25
IN                46208          Indianapolis                        Single Family                                8.375               0.25
IN                46219          Indianapolis                        Single Family                                  8.5               0.25
TX                77382          THE WOODLANDS                       PUD                                           7.75               0.25
FL                32835          Orlando                             Condominium                                  7.625               0.25
MI                48038          Clinton Township                    Single Family                                    7               0.25
TX                75791          Whitehouse                          Single Family                                 6.75               0.25
AR                71602          White Hall                          Single Family                                  8.5               0.25
MO                64061          Kingsville                          Single Family                                7.375               0.25
FL                32818          Orlando                             Single Family                                6.875               0.25
FL                32084          Saint Augustine                     Single Family                                 8.25               0.25
FL                32563          Gulf Breeze                         Single Family                                 8.25               0.25
FL                32707          Casselberry                         Single Family                                    8               0.25
VA                22601          Winchester                          Single Family                                  7.5               0.25
FL                32084          St Augustine                        Single Family                                7.875               0.25
FL                34747          Kissimmee                           PUD                                           8.25               0.25
FL                33569          Riverview                           Single Family                                7.125               0.25
FL                32068          Middleburg                          Single Family                                 6.75               0.25
IL                62002          Alton                               Single Family                                8.125               0.25
FL                33323          Plantation                          Single Family                                  8.5               0.25
FL                33584          Seffner                             Single Family                                7.625               0.25
KY                40059          Prospect                            Single Family                                  7.5               0.25
FL                33647          Tampa                               PUD                                           8.25               0.25
AL                36695          Mobile                              PUD                                           7.25               0.25
IL                62040          Granite City                        Single Family                                7.625               0.25
FL                32250          Jacksonville                        Condominium                                  7.375               0.25
TN                37721          Corryton                            Single Family                                7.375               0.25
FL                32960          Vero Beach                          Single Family                                 6.75               0.25
GA                30035          Decatur                             Single Family                                6.625               0.25
FL                33412          West Palm Beach                     PUD                                          6.875               0.25
OH                43065          Powell                              PUD                                           7.25               0.25
NJ                 7747          Matawan                             Condominium                                  7.625               0.25
MI                48616          Chesaning                           Single Family                                  7.5               0.25
MA                 1834          Groveland                           Single Family                                7.375               0.25
NV                89109          Las Vegas                           Hi-Rise Condo                                6.625               0.25
NV                89149          Las Vegas                           PUD                                          7.375               0.25
CA                91356          Tarzana AREA                        Single Family                                    7               0.25
NV                89119          Las Vegas                           Condominium                                      8               0.25
CT                 6704          Waterbury                           2-4 Family                                       8               0.25
RI                 2904          North Providence                    Single Family                                8.625               0.25
NH                 3264          Plymouth                            Single Family                                 6.75               0.25
CT                 6519          New Haven                           2-4 Family                                   8.625               0.25
AR                72015          Benton                              Single Family                                7.625               0.25
OK                74012          Broken Arrow                        2-4 Family                                    7.75               0.25
NC                27701          Durham                              2-4 Family                                   7.875               0.25
AR                72120          Sherwood                            Single Family                                6.875               0.25
OK                74012          Broken Arrow                        2-4 Family                                    7.75               0.25
TN                37207          Nashville                           Single Family                                6.875               0.25
AR                72015          Benton                              Single Family                                7.625               0.25
NC                27701          Durham                              2-4 Family                                   7.875               0.25
OK                74012          Broken Arrow                        2-4 Family                                    7.75               0.25
NJ                 8302          Bridgeton                           2-4 Family                                   7.875               0.25
NJ                 8302          Bridgeton                           2-4 Family                                   7.875               0.25
CA                90505          TORRANCE                            2-4 Family                                    7.25               0.25
CA                91504          BURBANK                             PUD                                              8               0.25
CA                95630          FOLSOM                              Single Family                                 6.75               0.25
CA                91367          Woodland Hills                      Single Family                                  6.5               0.25
NV                89108          Las Vegas                           Condominium                                  8.875               0.25
CT                 6614          STRATFORD                           CO-OP                                          6.5               0.25
NC                28403          Wilmington                          Single Family                                  8.5               0.25
NC                28203          CHARLOTTE                           Single Family                                    8               0.25
WA                98056          renton                              Single Family                                  7.5               0.25
GA                30238          Jonesboro                           Single Family                                6.625               0.25
TX                77040          houston                             Townhouse                                      7.5               0.25
AZ                86001          FLAGSTAFF                           Single Family                                 6.75               0.25
TX                77049          houston                             PUD                                           6.75               0.25
AZ                85018          PHOENIX                             Single Family                                  7.5               0.25
CA                93560          rosamond                            2-4 Family                                   7.375               0.25
WA                99353          WEST RICHLAND                       Single Family                                7.875               0.25
NC                28215          CHARLOTTE                           Condominium                                      9               0.25
CA                92555          moreno valley                       Single Family                                6.625               0.25
SC                29621          ANDERSON                            Single Family                                 7.75               0.25
CO                80237          denver                              Single Family                                 8.25               0.25
FL                33407          West Palm Beach                     PUD                                              7               0.25
OH                45152          MORROW                              Single Family                                5.875               0.25
MD                20901          SILVER SPRING                       Single Family                                 6.75               0.25
AZ                86001          FLAGSTAFF                           2-4 Family                                    6.75               0.25
CT                 6605          Bridgeport                          CO-OP                                        6.125               0.25
CA                93536          Lancaster                           Single Family                                 7.75               0.25
CT                 6614          STRATFORD                           CO-OP                                        6.375               0.25
CA                94087          SUNNYVALE                           Single Family                                6.875               0.25
TX                77040          houston                             PUD                                              8               0.25
GA                30024          SUWANEE                             PUD                                          7.375               0.25
CO                80503          LONGMONT                            PUD                                          7.875               0.25
CA                93560          rosamond                            2-4 Family                                   6.625               0.25
TX                78244          San Antonio                         PUD                                          6.375               0.25
WA                98661          Vancouver                           Single Family                                 8.75               0.25
CA                92029          ESCONDIDO                           Condominium                                   7.25               0.25
CO                80109          castle roclk                        PUD                                            6.5               0.25
IL                60634          Chicago                             Single Family                                 8.75               0.25
SC                29621          ANDERSON                            Single Family                                 7.75               0.25
TX                77386          SPRING                              PUD                                              7               0.25
GA                30518          SUGARHILL                           Single Family                                6.375               0.25
GA                30052          LOGANVILLE                          PUD                                              7               0.25
AL                36272          PIEDMONT                            Single Family                                 7.25               0.25
GA                30043          LAWRENCEVILLE                       Single Family                                6.375               0.25
TX                77338          BORDERSVILLE                        2-4 Family                                    7.75               0.25
NV                89060          PAHRUMP                             Single Family                                 8.75               0.25
TX                77459          MISSOURI CITY                       Single Family                                7.625               0.25
GA                30017          GRAYSON                             Single Family                                7.375               0.25
TX                77532          Crosby                              PUD                                           7.25               0.25
TX                77591          TEXAS CITY                          Single Family                                6.875               0.25
TX                77338          HUMBLE                              2-4 Family                                    7.75               0.25
TN                37037          CHRISTIANA                          Single Family                                  7.5               0.25
VA                23451          VIRGINIA BCH                        Single Family                                 6.75               0.25
AL                35214          BIRMINGHAM                          Single Family                                7.375               0.25
AL                36109          MONTGOMERY                          Single Family                                    8               0.25
TX                77338          HUMBLE                              2-4 Family                                    7.75               0.25
TX                77598          FONDREN                             PUD                                           7.25               0.25
CO                80443          Copper Mountain                     Hi-Rise Condo                                 7.75               0.25
CO                80304          Boulder                             Single Family                                6.625               0.25
NV                89145          Las Vegas                           Single Family                                7.625               0.25
TX                76205          DENTON                              Single Family                                7.125               0.25
TX                76266          Sanger                              Single Family                                7.125               0.25
NJ                 7871          SPARTA                              Condominium                                   7.75               0.25
MD                21804          SALISBURY                           PUD                                          8.125               0.25
VA                22734          REMINGTON                           PUD                                          7.875               0.25
MD                21075          ELKRIDGE                            Condominium                                  7.875               0.25
MD                21085          Joppa                               PUD                                            7.5               0.25
VA                20186          WARRENTON                           PUD                                           6.75               0.25
MD                21043          ELLICOTT CITY                       Condominium                                  7.875               0.25
MD                20744          FT WASHINGTON                       Single Family                                8.125               0.25
NC                28079          HEMBY                               PUD                                           7.25               0.25
PA                19456          OAKS                                Single Family                                8.125               0.25
NJ                 7871          SPARTA                              Single Family                                7.625               0.25
NJ                 8302          SEABROOK                            Single Family                                 7.75               0.25
MD                20769          GLENN DALE                          PUD                                          7.625               0.25
SC                29710          LAKE WYLIE                          Townhouse                                    7.875               0.25
MD                20871          CLARKSBURG                          PUD                                            7.5               0.25
NJ                 8022          COLUMBUS                            Single Family                                    8               0.25
MD                21085          JOPPA                               PUD                                              8               0.25
NJ                 8302          SEABROOK                            Single Family                                 7.75               0.25
SC                29715          FORT MILL                           PUD                                           7.25               0.25
MD                21704          FREDERICK                           PUD                                           7.75               0.25
PA                18901          DOYLESTOWN                          Townhouse                                     7.75               0.25
TN                37397          Whitwell                            Single Family                                  7.5               0.25
GA                31907          Columbus                            Single Family                                7.875               0.25
FL                33614          Tampa                               Condominium                                   7.75               0.25
FL                33618          Tampa                               Condominium                                  7.875               0.25
GA                30180          Villa Rica                          PUD                                          7.875               0.25
GA                30004          Alpharetta                          PUD                                          7.625               0.25
CA                95825          Sacramento                          2-4 Family                                    8.75               0.25
FL                33160          N Miami Beach                       Single Family                                7.875               0.25
SC                29680          Simpsonville                        Single Family                                  7.5               0.25
AZ                85262          Scottsdale                          Single Family                                  6.5               0.25
AZ                85253          Paradise Valley                     Single Family                                6.875               0.25
AZ                85209          Mesa                                PUD                                           7.75               0.25
AZ                85213          MESA                                Condominium                                    7.5               0.25
AZ                85086          Anthem                              PUD                                            7.5               0.25
FL                33634          TAMPA                               Single Family                                  7.5               0.25
PA                19090          Willow Grove                        Single Family                                6.625               0.25
PA                17011          Camp Hill                           Single Family                                    7               0.25
PA                19131          Philadelphia                        2-4 Family                                     7.5               0.25
GA                30253          MCDONOUGH                           PUD                                           6.75               0.25
GA                30184          WHITE                               Single Family                                  7.5               0.25
GA                30236          JONESBORO                           PUD                                            7.5               0.25
GA                30252          MCDONOUGH                           Single Family                                 7.25               0.25
GA                30054          Oxford                              PUD                                          8.125               0.25
GA                30087          STONE MOUNTAIN                      PUD                                          7.375               0.25
GA                30121          CARTERSVILLE                        Single Family                                6.625               0.25
GA                30120          EUHARLEE                            Single Family                                7.125               0.25
GA                30045          LAWRENCEVILLE                       PUD                                          6.625               0.25
GA                30101          ACWORTH                             Single Family                                7.125               0.25
GA                30120          CARTERSVILLE                        PUD                                          7.125               0.25
GA                30120          Cartersville                        Single Family                                6.625               0.25
GA                30078          SNELLVILLE                          PUD                                          6.375               0.25
GA                30011          Auburn                              PUD                                           7.25               0.25
GA                30236          JONESBORO                           PUD                                              7               0.25
GA                30107          BALL GROUND                         Single Family                                7.875               0.25
GA                30213          FAIRBURN                            PUD                                          7.375               0.25
GA                30253          MCDONOUGH                           Townhouse                                     7.25               0.25
GA                30228          Hampton                             Single Family                                  7.5               0.25
GA                30121          Cartersville                        Single Family                                 7.25               0.25
GA                30228          Hampton                             PUD                                           8.25               0.25
GA                30349          College Park                        PUD                                            7.5               0.25
GA                30238          JONESBORO                           Single Family                                7.625               0.25
GA                30248          Locust Grove                        PUD                                          7.875               0.25
GA                30656          MONROE                              Single Family                                7.625               0.25
GA                30135          Douglasville                        PUD                                          7.875               0.25
GA                30680          WINDER                              Single Family                                  7.5               0.25
GA                30088          LITHONIA                            PUD                                            7.5               0.25
GA                30204          Barnesville                         Single Family                                6.875               0.25
GA                30223          Griffin                             2-4 Family                                   6.875               0.25
GA                30011          AUBURN                              PUD                                          7.875               0.25
GA                30294          ELLENWOOD                           PUD                                          6.875               0.25
GA                30039          Snellville                          PUD                                          6.875               0.25
GA                30349          COLLEGE PARK                        PUD                                            7.5               0.25
GA                30566          Oakwood                             PUD                                           8.25               0.25
GA                30066          Marietta                            Single Family                                6.875               0.25
GA                30656          Monroe                              Single Family                                  6.5               0.25
GA                30135          DOUGLASVILLE                        PUD                                           7.25               0.25
GA                30157          DALLAS                              PUD                                           6.75               0.25
NC                28262          CHARLOTTE                           PUD                                           7.25               0.25
GA                30236          JONESBORO                           Single Family                                7.125               0.25
GA                30184          WHITE                               Single Family                                7.875               0.25
GA                30349          Atlanta                             PUD                                          7.125               0.25
GA                30152          KENNESAW                            PUD                                          7.125               0.25
GA                30152          Kennesaw                            PUD                                           6.75               0.25
GA                30549          JEFFERSON                           Single Family                                7.125               0.25
GA                30331          ATLANTA                             PUD                                          7.875               0.25
GA                30054          Oxford                              PUD                                            7.5               0.25
GA                30034          DECATUR                             Single Family                                    7               0.25
GA                30680          WINDER                              Single Family                                 7.25               0.25
GA                30116          Carrollton                          Single Family                                7.375               0.25
GA                30127          Powder Springs                      PUD                                           7.25               0.25
GA                30016          COVINGTON                           PUD                                            7.5               0.25
GA                30656          Monroe                              Single Family                                 7.75               0.25
GA                30039          Snellville                          Single Family                                6.875               0.25
GA                30024          SUWANEE                             PUD                                           7.25               0.25
GA                30152          KENNESAW                            PUD                                          6.375               0.25
GA                30103          ADAIRSVILLE                         Single Family                                6.875               0.25
GA                30135          Douglasville                        PUD                                          7.625               0.25
GA                30052          LOGANVILLE                          PUD                                              7               0.25
GA                30093          Norcross                            Condominium                                      7               0.25
GA                30296          Riverdale                           PUD                                            7.5               0.25
GA                30043          LAWRENCEVILLE                       PUD                                           7.75               0.25
GA                30157          Dallas                              PUD                                           7.75               0.25
GA                30656          Monroe                              Single Family                                6.625               0.25
GA                30701          CALHOUN                             Single Family                                 6.75               0.25
GA                30039          SNELLVILLE                          PUD                                          7.375               0.25
NC                28269          Charlotte                           PUD                                            6.5               0.25
FL                33881          Winter Haven                        PUD                                          7.375               0.25
GA                30187          Winston                             Single Family                                7.125               0.25
GA                30011          Auburn                              PUD                                              7               0.25
NC                28262          CHARLOTTE                           PUD                                            7.5               0.25
GA                30101          Acworth                             PUD                                          7.875               0.25
IL                60632          CHICAGO                             Single Family                                7.375               0.25
CA                90277          REDONDO BEACH                       2-4 Family                                     6.5               0.25
HI                96792          WAIANAE                             Single Family                                 7.25               0.25
CA                90272          Los Angeles                         Single Family                                6.625               0.25
CO                81611          ASPEN                               Condominium                                   7.25               0.25
CA                92405          SAN BERNARDINO                      Condominium                                    6.5               0.25
FL                33012          HIALEAH                             Single Family                                 7.25               0.25
CA                90277          REDONDO BEACH                       Condominium                                   6.75               0.25
CA                92337          FONTANA                             Single Family                                6.875               0.25
RI                 2920          CRANSTON                            Single Family                                7.125               0.25
MI                49756          Lewiston                            Single Family                                7.125               0.25
TX                77377          Tomball                             PUD                                           8.75               0.25
MO                64123          ST LOUIS                            Single Family                                8.875               0.25
TX                75076          Pottsboro                           Single Family                                6.875               0.25
TX                75132          FATE                                PUD                                           7.25               0.25
IL                62305          Quincy                              Single Family                                8.375               0.25
TX                75092          SHERMAN                             Single Family                                    8               0.25
IL                61032          Freeport                            Single Family                                 8.25               0.25
OR                97381          Silverton                           PUD                                          7.625               0.25
TX                75057          Lewisville                          PUD                                          6.375               0.25
TX                77090          Houston                             PUD                                           7.75               0.25
AZ                85648          RIO RICO                            Single Family                                7.875               0.25
OK                74730          Calera                              Single Family                                  7.5               0.25
AZ                85730          Tucson                              Single Family                                7.125               0.25
TX                75057          Lewisville                          PUD                                          6.375               0.25
TX                75791          Whitehouse                          Single Family                                7.625               0.25
TX                77396          Humble                              PUD                                          7.875               0.25
TX                75488          TELEPHONE                           Single Family                                 8.75               0.25
TX                75165          Waxahachie                          PUD                                            7.5               0.25
NV                89511          Reno                                Single Family                                6.875               0.25
CA                95694          Winters                             Single Family                                8.125               0.25
GA                30094          Conyers                             PUD                                          7.125               0.25
GA                31410          Savannah                            PUD                                           6.75               0.25
FL                32086          Saint Augustine                     Single Family                                7.375               0.25
GA                30101          Acworth                             Single Family                                7.625               0.25
FL                33594          Valrico                             Single Family                                    8               0.25
GA                31525          Brunswick                           Single Family                                7.375               0.25
TN                37350          Lookout Mountain                    Single Family                                 6.25               0.25
GA                30315          Atlanta                             Single Family                                  7.5               0.25
GA                31523          Brunswick                           PUD                                            7.5               0.25
GA                31405          Savannah                            Condominium                                   8.25               0.25
GA                30024          Suwanee                             PUD                                            6.5               0.25
GA                31523          Brunswick                           Single Family                                6.625               0.25
GA                30329          Atlanta                             Single Family                                6.125               0.25
GA                30324          Atlanta                             Condominium                                   7.25               0.25
AL                36852          Cusseta                             Single Family                                7.125               0.25
GA                30263          Newnan                              Single Family                                 7.25               0.25
GA                31326          Rincon                              Single Family                                 7.25               0.25
TN                37377          Signal Mountain                     Single Family                                7.625               0.25
GA                30328          Atlanta                             Condominium                                  7.125               0.25
GA                31407          Port Wentworth                      Single Family                                  7.5               0.25
IN                46123          Avon                                Single Family                                7.125               0.25
GA                31313          Hinesville                          Single Family                                8.625               0.25
GA                31324          Richmond Hill                       PUD                                          6.125               0.25
VA                23225          Richmond                            Single Family                                  7.5               0.25
GA                30350          Atlanta                             Single Family                                    7               0.25
OH                45828          COLDWATER                           Single Family                                7.375               0.25
TX                78634          Hutto                               PUD                                            7.5               0.25
TX                75052          Grand Prairie                       Single Family                                  7.5               0.25
TX                76179          Saginaw                             PUD                                            8.5               0.25
TX                76179          Saginaw                             PUD                                            8.5               0.25
TX                77808          Bryan                               Single Family                                  7.5               0.25
TX                75052          Grand Prairie                       Single Family                                  7.5               0.25
MO                63304          Saint Charles                       Single Family                                 7.25               0.25
TX                76227          Aubrey                              PUD                                           8.25               0.25
TX                76133          Fort Worth                          2-4 Family                                     7.5               0.25
TX                75052          Grand Prairie                       Single Family                                7.375               0.25
TX                78210          San Antonio                         Single Family                                 8.75               0.25
TX                76179          Saginaw                             PUD                                            8.5               0.25
TX                76179          Saginaw                             PUD                                            8.5               0.25
TX                75081          Richardson                          2-4 Family                                    7.25               0.25
TX                75052          Grand Prairie                       Single Family                                  7.5               0.25
TX                75068          Little Elm                          PUD                                           8.25               0.25
TX                75208          Dallas                              Single Family                                7.625               0.25
TX                78634          Hutto                               PUD                                            7.5               0.25
TX                78253          San Antonio                         Single Family                                  7.5               0.25
LA                70401          Hammond                             2-4 Family                                   7.375               0.25
TX                76179          SAGINAW                             PUD                                            8.5               0.25
CA                95127          San Jose                            Single Family                                  7.5               0.25
AZ                85382          Peoria                              Single Family                                 7.25               0.25
IL                60432          Joliet                              2-4 Family                                   6.875               0.25
IL                60433          Joliet                              Single Family                                7.625               0.25
IN                46368          Portage                             Single Family                                 6.75               0.25
FL                34474          OCALA                               Single Family                                8.125               0.25
GA                30331          ATLANTA                             Single Family                                 7.25               0.25
GA                30024          SUWANEE                             PUD                                            7.5               0.25
GA                30041          Cumming                             PUD                                          7.875               0.25
VA                20152          CHANTILLY                           PUD                                          8.625               0.25
AZ                85339          PHOENIX                             PUD                                            8.5               0.25
MI                48442          HOLLY                               Condominium                                    8.5               0.25
GA                30331          ATLANTA                             PUD                                          6.625               0.25
NV                89015          HENDERSON                           PUD                                          7.625               0.25
NC                27513          CARY                                PUD                                          7.125               0.25
FL                34604          BROOKSVILLE                         Single Family                                7.125               0.25
VA                22079          LORTON                              PUD                                           8.25               0.25
AZ                85747          TUCSON                              PUD                                          7.125               0.25
VA                22303          ALEXANDRIA                          PUD                                           7.25               0.25
NM                87114          ALBUQUERQUE                         PUD                                           7.75               0.25
AZ                85339          LAVEEN                              Single Family                                 7.25               0.25
PA                19460          PHOENIXVILLE                        PUD                                           8.25               0.25
AZ                85086          ANTHEM                              Single Family                                8.375               0.25
NV                89122          LAS VEGAS                           PUD                                            7.5               0.25
FL                32224          JACKSONVILLE                        PUD                                          7.125               0.25
FL                34747          KISSIMMEE                           PUD                                           7.25               0.25
AZ                85086          ANTHEM                              PUD                                            7.5               0.25
NV                89131          LAS VEGAS                           PUD                                              7               0.25
AZ                85086          Anthem                              Single Family                                  7.5               0.25
FL                34747          KISSIMMEE                           PUD                                           6.75               0.25
MI                48187          Canton                              Single Family                                6.875               0.25
CA                92308          APPLE VALLEY                        PUD                                            7.5               0.25
FL                32819          ORLANDO                             Condominium                                  8.375               0.25
FL                34135          BONITA SPRINGS                      PUD                                            8.5               0.25
FL                34110          NAPLES                              PUD                                          8.125               0.25
IL                60014          CRYSTAL LAKE                        PUD                                          8.625               0.25
FL                32771          SANFORD                             Condominium                                  7.875               0.25
CA                93536          LANCASTER                           Single Family                                    7               0.25
CA                92584          MENIFEE                             Single Family                                7.875               0.25
NV                89015          HENDERSON                           PUD                                          6.875               0.25
CO                80132          MONUMENT                            PUD                                            8.5               0.25
IL                60046          LINDENHURST                         PUD                                            8.5               0.25
FL                32224          JACKSONVILLE                        PUD                                          7.375               0.25
OH                44011          AVON                                PUD                                          8.125               0.25
UT                84414          NORTH OGDEN                         Single Family                                7.375               0.25
UT                84403          Ogden                               2-4 Family                                   7.375               0.25
CO                81005          PUEBLO                              Single Family                                8.125               0.25
UT                84790          ST GEORGE                           Single Family                                  7.5               0.25
CO                81003          Pueblo                              Single Family                                7.625               0.25
UT                84341          Logan                               Single Family                                    8               0.25
CO                80918          CO SPGS                             Single Family                                 7.25               0.25
CO                80863          CRYSTOLA                            PUD                                            7.5               0.25
CO                81003          PUEBLO                              Single Family                                7.875               0.25
CO                80220          Denver                              Single Family                                7.375               0.25
CO                80904          CO SPGS                             2-4 Family                                   7.375               0.25
CO                80903          COLORADO SPRINGS                    Single Family                                  7.5               0.25
UT                84116          SALT LAKE CITY                      Single Family                                7.875               0.25
CO                80920          COLORADO SPRINGS                    Single Family                                7.625               0.25
UT                84401          Ogden                               2-4 Family                                   7.875               0.25
UT                84066          Roosevelt                           Single Family                                7.625               0.25
CO                80921          COLORADO SPRINGS                    Single Family                                6.875               0.25
UT                84043          LEHI                                Single Family                                    7               0.25
CO                80909          COLORADO SPRINGS                    Single Family                                  7.5               0.25
CO                80910          CO SPGS                             Condominium                                  7.625               0.25
CO                80909          COLORADO SPRINGS                    Single Family                                8.375               0.25
CO                81001          PUEBLO                              Single Family                                 7.75               0.25
NV                89129          LAS VEGAS                           PUD                                            7.5               0.25
NV                89148          Las Vegas                           Condominium                                   7.75               0.25
CA                92587          Canyon Lake                         PUD                                          8.875               0.25
CA                92595          Wildomar                            PUD                                          8.875               0.25
CA                92377          Rialto                              Single Family                                 8.75               0.25
CA                90277          Redondo Beach                       Condominium                                   6.75               0.25
TX                75189          ROYSE CITY                          Single Family                                7.375               0.25
NV                89131          Las Vegas                           PUD                                              7               0.25
NV                89115          North Las Vegas                     PUD                                          7.125               0.25
NV                89122          Las Vegas                           Single Family                                7.375               0.25
NV                89119          Las Vegas                           Single Family                                7.875               0.25
RI                 2896          NORTH SMITHFIELD                    2-4 Family                                    8.25               0.25
MI                48111          BELLEVILLE                          Single Family                                 7.25               0.25
IN                47243          HANOVER                             Single Family                                6.875               0.25
MA                 2169          QUINCY                              Hi-Rise Condo                                7.875               0.25
CT                 6281          WOODSTOCK                           Single Family                                6.875               0.25
IN                46217          INDIANAPOLIS                        PUD                                              7               0.25
NH                 3102          MANCHESTER                          2-4 Family                                       7               0.25
MA                 1606          worcester                           Single Family                                8.625               0.25
CT                 6234          Brooklyn                            Single Family                                 6.75               0.25
NH                 3102          MANCHESTER                          2-4 Family                                       7               0.25
RI                 2864          CUMBERLAND                          Single Family                                7.375               0.25
MA                 2119          ROXBURY                             Condominium                                   6.75               0.25
MA                 2186          MILTON                              Single Family                                7.625               0.25
MI                48122          MELVINDALE                          Condominium                                   6.75               0.25
MA                 2145          SOMERVILLE                          2-4 Family                                   7.875               0.25
NH                 3867          ROCHESTER                           2-4 Family                                   7.625               0.25
CA                93704          Fresno                              Single Family                                7.375               0.25
FL                34286          North Port                          Single Family                                8.375               0.25
FL                33991          Cape Coral                          Single Family                                6.875               0.25
TX                76426          Bridgeport                          Single Family                                6.375               0.25
MS                38801          Tupelo                              Single Family                                8.375               0.25
IN                46835          Fort Wayne                          Single Family                                8.125               0.25
OK                74354          Miami                               Single Family                                7.625               0.25
TX                78045          Laredo                              PUD                                          8.375               0.25
IN                47165          Pekin                               Single Family                                7.375               0.25
TX                75569          Nash                                Single Family                                  8.5               0.25
OH                44408          Columbiana                          Single Family                                  8.5               0.25
OK                74354          Miami                               Single Family                                7.625               0.25
TX                77381          The Woodlands                       PUD                                           7.25               0.25
FL                32065          Orange Park                         Single Family                                6.875               0.25
OK                74354          Miami                               Single Family                                7.625               0.25
WY                83101          Kemmerer                            Single Family                                7.375               0.25
UT                84074          STANSBURY PARK                      Single Family                                 6.75               0.25
UT                84120          WEST VALLEY CITY                    PUD                                          8.125               0.25
CA                95966          OROVILLE                            Single Family                                6.875               0.25
TX                76088          WEATHERFORD                         2-4 Family                                     7.5               0.25
AZ                85224          CHANDLER                            Single Family                                7.375               0.25
TX                75252          Dallas                              PUD                                           7.25               0.25
UT                84047          MIDVALE                             PUD                                           7.75               0.25
FL                32703          APOPKA                              PUD                                          8.875               0.25
CO                80205          Denver                              Single Family                                7.875               0.25
FL                32835          ORLANDO                             Single Family                                 7.75               0.25
UT                84107          MURRAY                              Condominium                                    7.5               0.25
FL                32003          ORANGE PARK                         Condominium                                    7.5               0.25
CA                90026          LOS ANGELES                         2-4 Family                                     7.5               0.25
CA                92126          SAN DIEGO                           Condominium                                  7.125               0.25
TX                76088          Weatherford                         2-4 Family                                     7.5               0.25
NC                28078          Huntersville                        Single Family                                    7               0.25
CO                80501          LONGMONT                            PUD                                            7.5               0.25
NV                89032          NORTH LAS VEGAS                     PUD                                          6.875               0.25
TX                79928          EL PASO                             Single Family                                7.625               0.25
TN                38401          COLUMBIA                            Single Family                                  7.5               0.25
AZ                85326          BUCKEYE                             PUD                                           7.25               0.25
TX                79904          EL PASO                             Single Family                                 7.75               0.25
AZ                85326          Buckeye                             PUD                                          7.375               0.25
CA                94565          PITTSBURG                           Single Family                                  7.5               0.25
IL                90110          CARPENTERSVILLE                     Single Family                                 8.25               0.25
NV                89115          NORTH LAS VEGAS                     PUD                                          8.875               0.25
NV                89081          NORTH LAS VEGAS                     PUD                                          8.625               0.25
VA                23703          Portsmouth                          Townhouse                                      7.5               0.25
VA                23321          Chesapeake                          Townhouse                                      7.5               0.25
VA                23707          Portsmouth                          Townhouse                                      7.5               0.25
VA                23435          Suffolk                             Condominium                                    7.5               0.25
VA                23707          Portsmouth                          Single Family                                  7.5               0.25
MD                21216          Baltimore                           Townhouse                                      7.5               0.25
MD                20785          Hyattsville                         Single Family                                    7               0.25
VA                23220          Richmond                            Single Family                                    8               0.25
VA                23523          Norfolk                             Single Family                                  7.5               0.25
VA                23503          Norfolk                             2-4 Family                                   7.375               0.25
VA                23321          Chesapeake                          Townhouse                                      7.5               0.25
VA                23703          Portsmouth                          Single Family                                  7.5               0.25
GA                30291          Union City                          Single Family                                7.375               0.25
GA                30314          Atlanta                             Single Family                                7.625               0.25
NJ                 7083          Union                               Single Family                                 7.25               0.25
CA                90272          Pacific Palisades                   Single Family                                7.875               0.25
NJ                 8753          Toms River                          Single Family                                7.875               0.25
NV                89146          Las Vegas                           Single Family                                  6.5               0.25
NV                89134          Las Vegas                           PUD                                            6.5               0.25
NV                89122          Las Vegas                           PUD                                              7               0.25
CA                91505          Burbank                             Single Family                                6.625               0.25
AZ                85323          Avondale                            PUD                                           8.75               0.25
NV                89101          Las Vegas                           Single Family                                  7.5               0.25
NV                89129          Las Vegas                           PUD                                          7.375               0.25
NV                89102          Las Vegas                           Single Family                                6.375               0.25
AZ                85243          Queen Creek                         PUD                                            7.5               0.25
NV                89108          Las Vegas                           PUD                                          7.375               0.25
AZ                85037          Phoenix                             Condominium                                  7.875               0.25
NV                89103          Las Vegas                           Single Family                                6.875               0.25
NV                89156          Las Vegas                           PUD                                          7.625               0.25
CA                92887          YORBA LINDA                         Single Family                                 8.75               0.25
IL                61241          Colona                              Single Family                                 7.75               0.25
FL                32209          Jacksonville                        2-4 Family                                   8.625               0.25
OR                97850          La Grande                           Single Family                                 6.75               0.25
AZ                85607          Douglas                             Single Family                                    7               0.25
LA                70121          Jefferson                           Single Family                                 6.25               0.25
FL                32209          Jacksonville                        Single Family                                7.125               0.25
MN                55912          Austin                              2-4 Family                                   8.625               0.25
NV                89130          Las Vegas                           Townhouse                                     7.25               0.25
MN                56098          Winnebago                           Single Family                                6.875               0.25
MD                21220          Middle River                        Townhouse                                    7.125               0.25
AZ                85268          FOUNTAIN HILLS                      Single Family                                 6.75               0.25
AZ                85013          PHOENIX                             Condominium                                   6.75               0.25
AZ                85258          SCOTTSDALE                          PUD                                          7.125               0.25
AZ                85367          YUMA                                Single Family                                6.875               0.25
AZ                85381          PEORIA                              Single Family                                6.875               0.25
AZ                85302          GLENDALE                            Single Family                                6.875               0.25
AZ                85020          PHOENIX                             2-4 Family                                     7.5               0.25
AZ                85326          BUCKEYE                             Single Family                                6.875               0.25
AZ                85232          Florence                            PUD                                              7               0.25
AZ                85041          Phoenix                             PUD                                           6.75               0.25
AZ                85213          MESA                                Single Family                                6.625               0.25
FL                32413          Panama City Beach                   Single Family                                  8.2               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
SC                29485          Summerville                         PUD                                          7.375               0.25
GA                30045          Lawrenceville                       Condominium                                   7.75               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
GA                30087          Stone Mountain                      Single Family                                7.375               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
GA                30534          Dawsonville                         Single Family                                  7.5               0.25
GA                30909          Augusta                             PUD                                            7.5               0.25
GA                30045          Lawrenceville                       Single Family                                8.125               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
GA                30189          Woodstock                           PUD                                          7.375               0.25
GA                30507          Gainesville                         Single Family                                7.375               0.25
GA                30078          Snellville                          2-4 Family                                   7.625               0.25
GA                30043          Lawrenceville                       Single Family                                7.875               0.25
FL                32541          Destin                              PUD                                          6.875               0.25
GA                30024          Suwanee                             PUD                                          6.875               0.25
GA                31602          VALDOSTA                            Single Family                                 7.75               0.25
GA                31602          Valdosta                            Single Family                                 7.75               0.25
NC                28115          Mooresville                         Single Family                                 7.25               0.25
GA                30078          Snellville                          2-4 Family                                   8.125               0.25
IN                46835          Fort Wayne                          Single Family                                 7.75               0.25
TX                76234          Decatur                             Single Family                                 7.75               0.25
TX                75126          Forney                              Single Family                                7.875               0.25
TX                76063          Mansfield                           Single Family                                  7.5               0.25
TX                75134          Lancaster                           Single Family                                 7.25               0.25
TX                75035          Frisco                              PUD                                           6.75               0.25
TX                75137          Duncanville                         PUD                                          7.625               0.25
TX                76137          Fort Worth                          Single Family                                7.625               0.25
TX                78617          Del Valle                           PUD                                           6.25               0.25
TX                76017          Arlington                           PUD                                           7.25               0.25
GA                30117          VILLA RICA                          2-4 Family                                       9               0.25
GA                31406          Savannah                            PUD                                          6.375               0.25
GA                30127          POWDER SPRINGS                      PUD                                          7.875               0.25
AL                36111          Montgomery                          Single Family                                6.375               0.25
TN                38028          Eads                                Single Family                                  6.5               0.25
GA                31820          Midland                             Single Family                                 6.25               0.25
GA                31322          Pooler                              PUD                                          6.375               0.25
AL                36695          Mobile                              Single Family                                    6               0.25
AL                36024          Eclectic                            Single Family                                6.375               0.25
GA                30043          LAWRENCEVILLE                       Single Family                                7.375               0.25
GA                30117          Carrollton                          2-4 Family                                   8.875               0.25
GA                31719          AMERICUS                            Single Family                                8.875               0.25
SC                29210          Columbia                            Single Family                                  7.5               0.25
AL                35053          CRANE HILL                          Single Family                                5.875               0.25
TN                37064          Franklin                            PUD                                           7.75               0.25
AL                35563          Guin                                Single Family                                 7.25               0.25
GA                30102          ACWORTH                             Single Family                                  7.5               0.25
GA                30605          Athens                              2-4 Family                                       7               0.25
TX                79912          El Paso                             Single Family                                 8.75               0.25
GA                30215          Fayetteville                        PUD                                          7.125               0.25
MI                48224          DETROIT                             Single Family                                 7.25               0.25
MI                48030          HAZEL PARK                          Single Family                                    8               0.25
MI                48072          BERKLEY                             Single Family                                 8.25               0.25
MI                48089          WARREN                              Single Family                                  7.5               0.25
MI                48341          Pontiac                             Single Family                                 7.25               0.25
MI                48221          Detroit                             2-4 Family                                     7.5               0.25
MI                48066          ROSEVILLE                           Single Family                                8.625               0.25
GA                30012          CONYERS                             Single Family                                8.375               0.25
PA                19120          Philadelphia                        Single Family                                6.875               0.25
PA                19020          Bensalem                            Condominium                                   7.75               0.25
NJ                 8406          Ventnor City                        2-4 Family                                    7.75               0.25
PA                19148          Phila                               Single Family                                    8               0.25
PA                18901          Doylestown                          2-4 Family                                    7.25               0.25
PA                19050          Lansdowne                           Townhouse                                      7.5               0.25
PA                19144          Philadelphia                        Single Family                                8.125               0.25
DE                19709          Middletown                          Single Family                                7.375               0.25
PA                19138          Philadelphia                        2-4 Family                                     7.5               0.25
PA                19018          Clifton Heights                     Single Family                                7.375               0.25
NJ                 8081          Sicklerville                        Condominium                                  7.125               0.25
NJ                 8049          Magnolia                            Single Family                                 8.25               0.25
PA                19116          Philadelphia                        2-4 Family                                   7.125               0.25
NJ                 8043          Voorhees                            Single Family                                7.875               0.25
DE                19804          Wilmington                          2-4 Family                                   7.625               0.25
NJ                 8234          Egg Harbor Township                 Single Family                                6.875               0.25
PA                19142          Philadelphia                        Townhouse                                        7               0.25
PA                19475          Spring City                         Single Family                                 7.25               0.25
PA                19026          Drexel Hill                         Single Family                                 7.25               0.25
NJ                 8094          FOLSOM                              Single Family                                 7.25               0.25
PA                19148          Philadelphia                        Townhouse                                        8               0.25
NJ                 8021          Lindenwold                          Single Family                                7.375               0.25
PA                19103          Philadelphia                        CO-OP                                          7.5               0.25
PA                19148          Philadelphia                        2-4 Family                                   6.875               0.25
PA                19380          West Chester                        Single Family                                7.875               0.25
NJ                 8618          Trenton                             Single Family                                7.375               0.25
PA                19143          Philadelphia                        2-4 Family                                    7.25               0.25
NJ                 8010          Beverly                             Single Family                                  7.5               0.25
NJ                 8618          Trenton                             Townhouse                                    7.875               0.25
PA                19143          Philadelphia                        2-4 Family                                     7.5               0.25
NJ                 8401          Atlantic City                       Condominium                                   7.25               0.25
PA                19127          PHILADELPHIA                        2-4 Family                                   8.125               0.25
NJ                 8081          Sicklerville                        Single Family                                7.375               0.25
PA                19148          Philadelphia                        Townhouse                                    7.875               0.25
PA                18901          New Britain                         Single Family                                 7.25               0.25
PA                19320          Coatesville                         Single Family                                  7.5               0.25
PA                19064          Springfield                         Single Family                                 8.25               0.25
DE                19701          Bear                                PUD                                          7.125               0.25
PA                19154          Philadelphia                        Single Family                                7.875               0.25
NJ                 8021          Lindenwold                          Single Family                                7.375               0.25
PA                19136          Philadelphia                        Townhouse                                    7.875               0.25
NE                68104          Omaha                               Single Family                                 7.25               0.25
NE                68107          Omaha                               Single Family                                 7.25               0.25
NE                68104          Omaha                               Single Family                                 7.25               0.25
NE                68108          Omaha                               Single Family                                 7.25               0.25
NE                68104          Omaha                               Single Family                                 7.25               0.25
NE                68104          Omaha                               Single Family                                 7.25               0.25
CA                92103          SAN DIEGO                           2-4 Family                                     7.5               0.25
WI                53576          ORFORDVILLE                         Single Family                                7.125               0.25
MN                55337          BURNSVILLE                          Single Family                                 6.75               0.25
MD                21009          ABINGDON                            Townhouse                                        8               0.25
FL                33913          FORT MYERS                          PUD                                          7.125               0.25
VA                23661          HAMPTON                             Single Family                                6.875               0.25
FL                32097          YULEE                               Single Family                                 7.75               0.25
IA                52404          CEDAR RAPIDS                        Single Family                                 7.25               0.25
GA                30038          LITHONIA                            Single Family                                  7.5               0.25
IA                52804          DAVENPORT                           2-4 Family                                   8.375               0.25
VA                23112          MIDLOTHIAN                          PUD                                           7.75               0.25
VA                22601          WINCHESTER                          Single Family                                  7.5               0.25
GA                30034          DECATUR                             Single Family                                  7.5               0.25
GA                30097          DULUTH                              Single Family                                    7               0.25
DC                20019          WASHINGTON                          Single Family                                  7.5               0.25
VA                24401          STAUNTON                            Single Family                                    7               0.25
GA                30067          MARIETTA                            PUD                                           7.25               0.25
MD                21085          JOPPA                               Single Family                                    7               0.25
GA                30044          LAWRENCEVILLE                       Single Family                                 6.75               0.25
FL                32223          JACKSONVILLE                        PUD                                           7.25               0.25
IA                52302          MARION                              2-4 Family                                     8.5               0.25
VA                23836          CHESTER                             Townhouse                                      7.5               0.25
IA                52403          CEDAR RAPIDS                        Single Family                                7.125               0.25
VA                23805          PETERSBURG                          Single Family                                7.625               0.25
MD                20772          UPPER MARLBORO                      Single Family                                7.375               0.25
DC                20011          WASHINGTON                          Single Family                                  8.5               0.25
VA                22182          Vienna                              Single Family                                6.875               0.25
NJ                 8904          Highland Park                       Single Family                                7.875               0.25
NJ                 8610          Trenton                             Single Family                                 8.25               0.25
NJ                 8610          Trenton                             Single Family                                 8.25               0.25
CO                80601          BRIGHTON                            Single Family                                7.875               0.25
TX                78201          San Antonio                         Single Family                                  7.5               0.25
CO                80601          BRIGHTON                            Single Family                                7.875               0.25
CA                92324          COLTON                              Single Family                                6.875               0.25
TX                78230          SAN ANTONIO                         PUD                                          7.875               0.25
CA                92336          FONTANA                             Single Family                                7.625               0.25
IL                61107          Rockford                            2-4 Family                                    8.25               0.25
MO                65721          Ozark                               Single Family                                6.875               0.25
KS                67218          Wichita                             Single Family                                7.875               0.25
OK                74136          Tulsa                               Single Family                                7.875               0.25
IN                46307          Crown Point                         PUD                                          6.875               0.25
TN                38135          Memphis                             Single Family                                    8               0.25
MN                56425          Baxter                              Single Family                                 7.75               0.25
FL                34606          Spring Hill                         Single Family                                 8.75               0.25
MO                63033          Florissant                          Condominium                                  8.125               0.25
KS                66216          Lenexa                              Single Family                                7.875               0.25
KS                67217          Wichita                             Single Family                                7.875               0.25
KS                67216          Wichita                             Single Family                                7.875               0.25
NC                28269          Charlotte                           PUD                                            7.5               0.25
MO                63109          Saint Louis                         2-4 Family                                   8.125               0.25
OH                44106          Cleveland                           2-4 Family                                    8.25               0.25
MI                48228          Detroit                             Single Family                                 7.25               0.25
NC                28079          Indian Trail                        PUD                                          7.625               0.25
AZ                85208          MESA                                Single Family                                7.875               0.25
AZ                85353          TOLLESON                            Single Family                                7.375               0.25
AZ                85223          ARIZONA CITY                        Single Family                                7.375               0.25
IN                46221          Indianapolis                        PUD                                            7.5               0.25
DC                20032          WASHINGTON                          Condominium                                   6.25               0.25
TX                77554          GALVESTON                           PUD                                            6.5               0.25
VA                20164          STERLING                            PUD                                           8.25               0.25
TX                78213          SAN ANTONIO                         Single Family                                7.875               0.25
TX                78253          SAN ANTONIO                         PUD                                          7.375               0.25
TX                75219          DALLAS                              2-4 Family                                    8.75               0.25
TX                75052          GRAND PRAIRIE                       Single Family                                    8               0.25
TX                78229          SAN ANTONIO                         Condominium                                   7.25               0.25
TX                75089          ROWLETT                             Single Family                                7.375               0.25
TX                75165          WAXAHACHIE                          PUD                                            6.5               0.25
TX                75424          BLUE RIDGE                          2-4 Family                                   7.875               0.25
TX                75048          SACHSE                              Single Family                                7.375               0.25
TX                75126          FORNEY                              PUD                                          7.625               0.25
TX                76108          FORT WORTH                          Single Family                                 8.25               0.25
TX                78258          SAN ANTONIO                         PUD                                            7.5               0.25
TX                76015          ARLINGTON                           Single Family                                7.375               0.25
TX                76249          KRUM                                PUD                                          6.875               0.25
TX                75149          MESQUITE                            Single Family                                7.875               0.25
TX                75035          FRISCO                              Single Family                                  7.5               0.25
TX                75146          LANCASTER                           Single Family                                7.875               0.25
NY                13032          Canastota                           2-4 Family                                   7.625               0.25
CA                92870          Placentia                           PUD                                          6.875               0.25


STATE        LPMI      TRUSTFEE       MSERV                    CURRENT_NET_COUPON              MATURITY_DATE               STATED_ORIGINAL_TERM
-----------------------------------------------------------------------------------------------------------------------------------------------
CO            0          N/A          0.0175                          6.2325                    20360301                                360
TX            0          N/A          0.0175                          6.6075                    20360301                                360
MD            0          N/A          0.0175                          7.1075                    20360201                                360
MO            0          N/A          0.0175                          8.6075                    20360301                                360
MD            0          N/A          0.0175                          7.3575                    20360201                                360
NC            0          N/A          0.0175                          7.7325                    20360301                                360
WI            0          N/A          0.0175                          9.1075                    20360301                                360
IN            0          N/A          0.0175                          7.4825                    20360301                                360
OR            0          N/A          0.0175                          6.1075                    20360301                                360
MD            0          N/A          0.0175                          7.4825                    20360201                                360
VA            0          N/A          0.0175                          7.6075                    20360301                                360
AZ            0          N/A          0.0175                          6.9825                    20360201                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
MD            0          N/A          0.0175                          7.2325                    20360501                                360
DC            0          N/A          0.0175                          6.3575                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
DC            0          N/A          0.0175                          7.2325                    20360401                                360
DC            0          N/A          0.0175                          7.3575                    20360601                                360
VA            0          N/A          0.0175                          7.1075                    20360601                                360
VA            0          N/A          0.0175                          7.6075                    20360401                                360
VA            0          N/A          0.0175                          7.4825                    20360401                                360
GA            0          N/A          0.0175                          6.7325                    20360501                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          6.7325                    20360501                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.9825                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360501                                360
MD            0          N/A          0.0175                          6.9825                    20360401                                360
VA            0          N/A          0.0175                          6.1075                    20360501                                360
MD            0          N/A          0.0175                          6.2325                    20360501                                360
GA            0          N/A          0.0175                          6.7325                    20360501                                360
MA            0          N/A          0.0175                          7.2325                    20360501                                360
MD            0          N/A          0.0175                          6.8575                    20360401                                360
MD            0          N/A          0.0175                          6.8575                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
GA            0          N/A          0.0175                          8.4825                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
TN            0          N/A          0.0175                          8.6075                    20360501                                360
MD            0          N/A          0.0175                          6.6075                    20360601                                360
MD            0          N/A          0.0175                          7.4825                    20360401                                360
TN            0          N/A          0.0175                          6.9825                    20360301                                360
DE            0          N/A          0.0175                          6.8575                    20360501                                360
MD            0          N/A          0.0175                          6.7325                    20360301                                360
IL            0          N/A          0.0175                          7.6075                    20360301                                360
MD            0          N/A          0.0175                          6.1075                    20360301                                360
MD            0          N/A          0.0175                          6.9825                    20360401                                360
VA            0          N/A          0.0175                          6.9825                    20360301                                360
IL            0          N/A          0.0175                          8.7325                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
GA            0          N/A          0.0175                          6.9825                    20360401                                360
MD            0          N/A          0.0175                          7.1075                    20360401                                360
NY            0          N/A          0.0175                          6.6075                    20360301                                360
VA            0          N/A          0.0175                          6.8575                    20360401                                360
MI            0          N/A          0.0175                          7.4825                    20360501                                360
CT            0          N/A          0.0175                          7.3575                    20360501                                360
GA            0          N/A          0.0175                          7.1075                    20360501                                360
MO            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          5.7325                    20360501                                360
UT            0          N/A          0.0175                          7.3575                    20360501                                360
CO            0          N/A          0.0175                          7.3575                    20360501                                360
VA            0          N/A          0.0175                          6.4825                    20360301                                360
MD            0          N/A          0.0175                          6.6075                    20360301                                360
NJ            0          N/A          0.0175                          6.7325                    20360201                                360
CA            0          N/A          0.0175                          7.4825                    20360301                                360
VA            0          N/A          0.0175                          6.8575                    20360201                                360
TN            0          N/A          0.0175                          7.7325                    20360201                                360
TN            0          N/A          0.0175                          8.7325                    20360301                                360
NJ            0          N/A          0.0175                          6.8575                    20360201                                360
TN            0          N/A          0.0175                          6.3575                    20360301                                360
PA            0          N/A          0.0175                          6.1075                    20360201                                360
MD            0          N/A          0.0175                          6.6075                    20360301                                360
VA            0          N/A          0.0175                          7.3575                    20360301                                360
VA            0          N/A          0.0175                          7.7325                    20360301                                360
FL            0          N/A          0.0175                          7.4825                    20360401                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
FL            0          N/A          0.0175                          6.2325                    20360401                                360
FL            0          N/A          0.0175                          7.6075                    20360401                                360
PA            0          N/A          0.0175                          6.4825                    20360401                                360
NJ            0          N/A          0.0175                          6.6075                    20360401                                360
FL            0          N/A          0.0175                          6.4825                    20360401                                360
FL            0          N/A          0.0175                          6.3575                    20360401                                360
DC            0          N/A          0.0175                          6.6075                    20360401                                360
MA            0          N/A          0.0175                          7.6075                    20360401                                360
CT            0          N/A          0.0175                          7.6075                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
PA            0          N/A          0.0175                          6.4825                    20360401                                360
NY            0          N/A          0.0175                          6.2325                    20360401                                360
NY            0          N/A          0.0175                          7.7225                    20351201                                360
FL            0          N/A          0.0175                          8.1075                    20351201                                360
NY            0          N/A          0.0175                          6.8575                    20360501                                360
NY            0          N/A          0.0175                          6.9825                    20360301                                360
NY            0          N/A          0.0175                          6.7325                    20360501                                360
NY            0          N/A          0.0175                          6.9825                    20360501                                360
DC            0          N/A          0.0175                          5.7325                    20360301                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
DC            0          N/A          0.0175                          5.7325                    20360301                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
NC            0          N/A          0.0175                          7.1075                    20360501                                360
NJ            0          N/A          0.0175                          6.9825                    20360501                                360
NC            0          N/A          0.0175                          7.3575                    20360601                                360
NJ            0          N/A          0.0175                          6.9825                    20360401                                360
NJ            0          N/A          0.0175                          7.1075                    20360501                                360
NJ            0          N/A          0.0175                          7.3575                    20360501                                360
NJ            0          N/A          0.0175                          7.8575                    20360301                                360
NJ            0          N/A          0.0175                          8.3575                    20360401                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
NJ            0          N/A          0.0175                          8.1075                    20360501                                360
FL            0          N/A          0.0175                          6.9825                    20360401                                360
NJ            0          N/A          0.0175                          7.8575                    20360501                                360
NJ            0          N/A          0.0175                          6.9825                    20360501                                360
NJ            0          N/A          0.0175                          6.9825                    20360201                                360
NY            0          N/A          0.0175                          6.6075                    20360601                                360
NJ            0          N/A          0.0175                          7.7325                    20360501                                360
NJ            0          N/A          0.0175                          7.4825                    20360501                                360
MI            0          N/A          0.0175                          7.7325                    20360201                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
FL            0          N/A          0.0175                          8.1075                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
MI            0          N/A          0.0175                          6.7325                    20360401                                360
CA            0          N/A          0.0175                          7.9825                    20360501                                360
WA            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          7.9825                    20360501                                360
TX            0          N/A          0.0175                          6.6075                    20360501                                360
CA            0          N/A          0.0175                          7.2325                    20360501                                360
OR            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          6.4825                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          8.3575                    20360501                                360
VA            0          N/A          0.0175                          6.7325                    20360201                                360
TX            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360501                                360
WA            0          N/A          0.0175                          6.3575                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360501                                360
FL            0          N/A          0.0175                          8.6075                    20360401                                360
FL            0          N/A          0.0175                          8.6075                    20360401                                360
NJ            0          N/A          0.0175                          6.9825                    20360601                                360
NJ            0          N/A          0.0175                          6.6075                    20360501                                360
NJ            0          N/A          0.0175                          7.6075                    20360101                                360
NJ            0          N/A          0.0175                          7.1075                    20360301                                360
CT            0          N/A          0.0175                          7.9825                    20351201                                360
NJ            0          N/A          0.0175                          8.1075                    20360501                                360
MA            0          N/A          0.0175                          8.1075                    20360201                                360
NM            0          N/A          0.0175                          6.9825                    20360501                                360
MI            0          N/A          0.0175                          7.6075                    20360501                                360
CO            0          N/A          0.0175                          7.3575                    20360501                                360
MN            0          N/A          0.0175                          6.1075                    20360501                                360
LA            0          N/A          0.0175                          6.8575                    20360301                                360
AL            0          N/A          0.0175                          6.1075                    20351001                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
FL            0          N/A          0.0175                          6.7325                    20360501                                360
AL            0          N/A          0.0175                          6.6075                    20360301                                360
TN            0          N/A          0.0175                          6.9825                    20360301                                360
FL            0          N/A          0.0175                          7.1075                    20360401                                360
FL            0          N/A          0.0175                          7.3575                    20360401                                360
FL            0          N/A          0.0175                          6.6075                    20360401                                360
MS            0          N/A          0.0175                          7.6075                    20360401                                360
GA            0          N/A          0.0175                          7.6075                    20360401                                360
FL            0          N/A          0.0175                          6.4825                    20360301                                360
TN            0          N/A          0.0175                          6.6075                    20360401                                360
AL            0          N/A          0.0175                          7.1075                    20360401                                360
FL            0          N/A          0.0175                          6.9825                    20360501                                360
FL            0          N/A          0.0175                          6.6075                    20360401                                360
TN            0          N/A          0.0175                          6.6075                    20360401                                360
FL            0          N/A          0.0175                          7.2325                    20360401                                360
AL            0          N/A          0.0175                          6.7325                    20360301                                360
FL            0          N/A          0.0175                          6.4825                    20360401                                360
TN            0          N/A          0.0175                          6.2325                    20360401                                360
FL            0          N/A          0.0175                          7.4825                    20360401                                360
AL            0          N/A          0.0175                          6.2325                    20360201                                360
MS            0          N/A          0.0175                          6.9825                    20360501                                360
LA            0          N/A          0.0175                          7.1075                    20360301                                360
TN            0          N/A          0.0175                          6.1075                    20360201                                360
GA            0          N/A          0.0175                          7.1075                    20360401                                360
TN            0          N/A          0.0175                          7.1075                    20360401                                360
KY            0          N/A          0.0175                          7.1075                    20360401                                360
TN            0          N/A          0.0175                          7.6075                    20360401                                360
FL            0          N/A          0.0175                          7.3575                    20360301                                360
GA            0          N/A          0.0175                          6.7325                    20360301                                360
GA            0          N/A          0.0175                          7.3575                    20360501                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360501                                360
AL            0          N/A          0.0175                          7.3575                    20360501                                360
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GA            0          N/A          0.0175                          8.1075                    20360401                                360
GA            0          N/A          0.0175                          7.4825                    20360401                                360
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GA            0          N/A          0.0175                          8.2325                    20360501                                360
GA            0          N/A          0.0175                          7.4825                    20360501                                360
NC            0          N/A          0.0175                          6.9825                    20360401                                360
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MO            0          N/A          0.0175                          7.8575                    20360501                                360
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GA            0          N/A          0.0175                          7.4825                    20360401                                360
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GA            0          N/A          0.0175                          6.6075                    20360401                                360
NY            0          N/A          0.0175                          7.2325                    20360501                                360
NJ            0          N/A          0.0175                          6.7325                    20360501                                360
NJ            0          N/A          0.0175                          7.2325                    20360501                                360
PA            0          N/A          0.0175                          7.4825                    20360501                                360
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NY            0          N/A          0.0175                          8.6075                    20360301                                360
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NJ            0          N/A          0.0175                          6.7325                    20360401                                360
PA            0          N/A          0.0175                          8.4825                    20360301                                360
PA            0          N/A          0.0175                          7.1075                    20360401                                360
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CT            0          N/A          0.0175                          7.6075                    20360501                                360
CT            0          N/A          0.0175                          6.8575                    20360301                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
NY            0          N/A          0.0175                          6.3575                    20360301                                360
NY            0          N/A          0.0175                          6.2325                    20360401                                360
NY            0          N/A          0.0175                          7.6075                    20360501                                360
NY            0          N/A          0.0175                          6.4825                    20360501                                360
NY            0          N/A          0.0175                          6.6075                    20360401                                360
NY            0          N/A          0.0175                          6.4825                    20360501                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
CT            0          N/A          0.0175                          6.8575                    20360501                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
IL            0          N/A          0.0175                          7.2325                    20360401                                360
NJ            0          N/A          0.0175                          6.9825                    20360501                                360
PA            0          N/A          0.0175                          8.1075                    20360401                                360
NJ            0          N/A          0.0175                          6.7325                    20360501                                360
NJ            0          N/A          0.0175                          6.7325                    20360501                                360
NJ            0          N/A          0.0175                          6.9825                    20360501                                360
NJ            0          N/A          0.0175                          6.7325                    20360501                                360
AZ            0          N/A          0.0175                          7.1075                    20360401                                360
AZ            0          N/A          0.0175                          6.9825                    20360401                                360
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CO            0          N/A          0.0175                          6.9825                    20360501                                360
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AZ            0          N/A          0.0175                          7.1075                    20360501                                360
AZ            0          N/A          0.0175                          6.9825                    20360501                                360
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AR            0          N/A          0.0175                          7.9825                    20360501                                360
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TX            0          N/A          0.0175                          8.2325                    20360501                                360
TX            0          N/A          0.0175                          7.7325                    20360501                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
TX            0          N/A          0.0175                          6.4825                    20360601                                360
TX            0          N/A          0.0175                          7.1075                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          8.3575                    20360501                                360
CA            0          N/A          0.0175                          6.3575                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
CO            0          N/A          0.0175                          6.8575                    20360401                                360
TX            0          N/A          0.0175                          6.4825                    20360501                                360
GA            0          N/A          0.0175                          7.1075                    20360401                                360
NC            0          N/A          0.0175                          7.1075                    20360401                                360
MI            0          N/A          0.0175                          8.6075                    20360401                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
MN            0          N/A          0.0175                          6.9825                    20360501                                360
NJ            0          N/A          0.0175                          7.1075                    20360501                                360
NJ            0          N/A          0.0175                          6.3575                    20360501                                360
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CA            0          N/A          0.0175                          7.2325                    20360501                                360
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NY            0          N/A          0.0175                          7.1075                    20360401                                360
MD            0          N/A          0.0175                          6.9825                    20360501                                360
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AZ            0          N/A          0.0175                          6.9825                    20360401                                360
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NC            0          N/A          0.0175                          9.3575                    20360501                                360
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WA            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
CA            0          N/A          0.0175                          7.6075                    20360401                                360
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CA            0          N/A          0.0175                          6.9825                    20360401                                360
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TX            0          N/A          0.0175                          9.1075                    20360401                                360
NJ            0          N/A          0.0175                          7.2325                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360501                                360
AZ            0          N/A          0.0175                          6.7325                    20360401                                360
NJ            0          N/A          0.0175                          8.1075                    20360401                                360
AZ            0          N/A          0.0175                          6.4825                    20360401                                360
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FL            0          N/A          0.0175                          6.7325                    20360501                                360
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CA            0          N/A          0.0175                          6.7325                    20360501                                360
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CT            0          N/A          0.0175                          7.9825                    20360501                                360
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MD            0          N/A          0.0175                          7.6075                    20360401                                360
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VA            0          N/A          0.0175                          7.6075                    20360501                                360
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MD            0          N/A          0.0175                          6.6075                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
CA            0          N/A          0.0175                          6.9825                    20360401                                360
VA            0          N/A          0.0175                          6.9825                    20360501                                360
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MN            0          N/A          0.0175                          6.6075                    20360501                                360
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CA            0          N/A          0.0175                          7.4825                    20360501                                360
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MN            0          N/A          0.0175                          7.4825                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360401                                360
NJ            0          N/A          0.0175                          8.6075                    20360401                                360
MD            0          N/A          0.0175                          6.8575                    20360401                                360
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TX            0          N/A          0.0175                          7.7325                    20360501                                360
PA            0          N/A          0.0175                          6.8575                    20360401                                360
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TX            0          N/A          0.0175                          7.1075                    20360501                                360
CA            0          N/A          0.0175                          7.1075                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
CA            0          N/A          0.0175                          6.1075                    20360401                                360
CA            0          N/A          0.0175                          6.2325                    20360401                                360
NJ            0          N/A          0.0175                          6.9825                    20360401                                360
CA            0          N/A          0.0175                          6.2325                    20360301                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
MN            0          N/A          0.0175                          7.6075                    20360301                                360
GA            0          N/A          0.0175                          7.2325                    20360301                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
FL            0          N/A          0.0175                          5.9825                    20360301                                360
MA            0          N/A          0.0175                          6.6075                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          6.8575                    20360401                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
FL            0          N/A          0.0175                          7.2325                    20360301                                360
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GA            0          N/A          0.0175                          6.8575                    20360401                                360
IL            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          6.7325                    20360301                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
MA            0          N/A          0.0175                          6.6075                    20360401                                360
SC            0          N/A          0.0175                          6.9825                    20360401                                360
OH            0          N/A          0.0175                          7.7325                    20360301                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
NC            0          N/A          0.0175                          7.6075                    20360301                                360
IN            0          N/A          0.0175                          6.7325                    20360401                                360
VA            0          N/A          0.0175                          7.8575                    20360401                                360
IL            0          N/A          0.0175                          6.4825                    20360301                                360
IL            0          N/A          0.0175                          7.4825                    20360301                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360401                                360
OK            0          N/A          0.0175                          7.4825                    20360401                                360
TX            0          N/A          0.0175                          7.7325                    20360301                                360
TX            0          N/A          0.0175                          7.8575                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
GA            0          N/A          0.0175                          8.4825                    20360401                                360
TX            0          N/A          0.0175                          6.7325                    20360401                                360
AZ            0          N/A          0.0175                          5.9825                    20360201                                360
TX            0          N/A          0.0175                          8.1075                    20360401                                360
TX            0          N/A          0.0175                          8.4825                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360301                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          6.8575                    20360301                                360
TX            0          N/A          0.0175                          6.4825                    20360301                                360
FL            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
LA            0          N/A          0.0175                          6.2325                    20350701                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360301                                360
IL            0          N/A          0.0175                          6.9825                    20360401                                360
MN            0          N/A          0.0175                          7.2325                    20360401                                360
MN            0          N/A          0.0175                          7.3575                    20360401                                360
NJ            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          8.4825                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.1075                    20360301                                360
TX            0          N/A          0.0175                          7.7325                    20360401                                360
CA            0          N/A          0.0175                          6.8575                    20360501                                360
NC            0          N/A          0.0175                          7.6075                    20360401                                360
FL            0          N/A          0.0175                          7.3575                    20360501                                360
MS            0          N/A          0.0175                          7.2325                    20360501                                360
UT            0          N/A          0.0175                          6.4825                    20360601                                360
FL            0          N/A          0.0175                          6.6075                    20360401                                360
GA            0          N/A          0.0175                          7.6075                    20360501                                360
MD            0          N/A          0.0175                          6.1075                    20360301                                360
MD            0          N/A          0.0175                          6.6075                    20360501                                360
PA            0          N/A          0.0175                          8.4825                    20360301                                360
MA            0          N/A          0.0175                          6.8575                    20360501                                360
FL            0          N/A          0.0175                          7.2325                    20360401                                360
CA            0          N/A          0.0175                          7.1075                    20360501                                360
SC            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          6.9825                    20360501                                360
SC            0          N/A          0.0175                          7.2325                    20360501                                360
GA            0          N/A          0.0175                          6.8575                    20360401                                360
OR            0          N/A          0.0175                          6.6075                    20360401                                360
WA            0          N/A          0.0175                          7.1075                    20360501                                360
WA            0          N/A          0.0175                          7.1075                    20360501                                360
CA            0          N/A          0.0175                          5.8575                    20360401                                360
MD            0          N/A          0.0175                          7.2325                    20360501                                360
CO            0          N/A          0.0175                          5.9825                    20360501                                360
OR            0          N/A          0.0175                          7.8575                    20360401                                360
AZ            0          N/A          0.0175                          6.3575                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360501                                360
TN            0          N/A          0.0175                          7.2325                    20360501                                360
NV            0          N/A          0.0175                          7.8575                    20360501                                360
AZ            0          N/A          0.0175                          6.3575                    20360501                                360
KY            0          N/A          0.0175                          7.2325                    20360401                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
RI            0          N/A          0.0175                          6.7325                    20360401                                360
GA            0          N/A          0.0175                          7.8575                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360401                                360
KY            0          N/A          0.0175                          7.4825                    20360401                                360
CA            0          N/A          0.0175                          6.6075                    20360501                                360
MD            0          N/A          0.0175                          6.8575                    20360601                                360
CA            0          N/A          0.0175                          6.3575                    20360401                                360
FL            0          N/A          0.0175                          6.9825                    20360401                                360
CA            0          N/A          0.0175                          6.4825                    20360401                                360
FL            0          N/A          0.0175                          7.2325                    20360401                                360
OR            0          N/A          0.0175                          7.1075                    20360501                                360
AZ            0          N/A          0.0175                          6.6075                    20360501                                360
SC            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          7.4825                    20360401                                360
WA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.7325                    20360501                                360
CA            0          N/A          0.0175                          6.2325                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
CA            0          N/A          0.0175                          7.1075                    20360501                                360
CA            0          N/A          0.0175                          7.4825                    20360501                                360
CA            0          N/A          0.0175                          6.4825                    20360501                                360
MD            0          N/A          0.0175                          6.7325                    20360501                                360
OR            0          N/A          0.0175                          7.9825                    20360501                                360
CA            0          N/A          0.0175                          6.4825                    20360501                                360
CA            0          N/A          0.0175                          6.8575                    20360401                                360
WA            0          N/A          0.0175                          6.6075                    20360301                                360
CA            0          N/A          0.0175                          7.1075                    20360501                                360
FL            0          N/A          0.0175                          7.4825                    20360401                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
AZ            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          6.7325                    20360501                                360
CA            0          N/A          0.0175                          6.9825                    20360501                                360
TN            0          N/A          0.0175                          7.2325                    20360501                                360
SC            0          N/A          0.0175                          7.2325                    20360401                                360
CA            0          N/A          0.0175                          6.4825                    20360401                                360
CA            0          N/A          0.0175                          6.4825                    20360501                                360
SC            0          N/A          0.0175                          6.6075                    20360401                                360
AZ            0          N/A          0.0175                          7.2325                    20360401                                360
CA            0          N/A          0.0175                          6.8575                    20360401                                360
CA            0          N/A          0.0175                          6.1075                    20360401                                360
FL            0          N/A          0.0175                          7.2325                    20360401                                360
FL            0          N/A          0.0175                          6.7325                    20360401                                360
TX            0          N/A          0.0175                          7.4825                    20360501                                360
ID            0          N/A          0.0175                          7.2325                    20360501                                360
CA            0          N/A          0.0175                          6.9825                    20360501                                360
FL            0          N/A          0.0175                          7.3575                    20360501                                360
MD            0          N/A          0.0175                          6.4825                    20360401                                360
KY            0          N/A          0.0175                          7.9825                    20360401                                360
IN            0          N/A          0.0175                          7.8575                    20360501                                360
OH            0          N/A          0.0175                          6.8575                    20360401                                360
IN            0          N/A          0.0175                          7.6075                    20360401                                360
KY            0          N/A          0.0175                          6.4825                    20360401                                360
KY            0          N/A          0.0175                          6.4825                    20360401                                360
IN            0          N/A          0.0175                          7.2325                    20360401                                360
OH            0          N/A          0.0175                          7.1075                    20360401                                360
TN            0          N/A          0.0175                          6.2325                    20360401                                360
TN            0          N/A          0.0175                          6.4825                    20360401                                360
IN            0          N/A          0.0175                          7.1075                    20360501                                360
KY            0          N/A          0.0175                          6.7325                    20360401                                360
KY            0          N/A          0.0175                          6.2325                    20360401                                360
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KY            0          N/A          0.0175                          7.2325                    20360401                                360
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OH            0          N/A          0.0175                          7.9825                    20360401                                360
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IN            0          N/A          0.0175                          7.6075                    20360501                                360
IN            0          N/A          0.0175                          8.1075                    20360401                                360
OH            0          N/A          0.0175                          6.9825                    20360501                                360
IN            0          N/A          0.0175                          6.6075                    20360501                                360
IN            0          N/A          0.0175                          6.9825                    20360501                                360
IN            0          N/A          0.0175                          6.2325                    20360401                                360
IN            0          N/A          0.0175                          7.2325                    20360401                                360
KY            0          N/A          0.0175                          6.4825                    20360501                                360
IN            0          N/A          0.0175                          7.8575                    20360501                                360
KY            0          N/A          0.0175                          7.1075                    20360601                                360
IN            0          N/A          0.0175                          7.2325                    20360401                                360
KY            0          N/A          0.0175                          8.1075                    20360601                                360
KY            0          N/A          0.0175                          7.3575                    20360401                                360
OH            0          N/A          0.0175                          6.6075                    20360501                                360
IN            0          N/A          0.0175                          7.8575                    20360501                                360
IN            0          N/A          0.0175                          6.6075                    20360401                                360
IN            0          N/A          0.0175                          7.6075                    20360401                                360
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CA            0          N/A          0.0175                          8.4825                    20360401                                360
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CO            0          N/A          0.0175                          6.9825                    20360401                                360
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VA            0          N/A          0.0175                          6.2325                    20360401                                360
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VA            0          N/A          0.0175                          7.2325                    20360501                                360
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OK            0          N/A          0.0175                          7.2325                    20360501                                360
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SC            0          N/A          0.0175                          8.7325                    20360501                                360
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TN            0          N/A          0.0175                          7.3575                    20360501                                360
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AZ            0          N/A          0.0175                          7.9825                    20360401                                360
AZ            0          N/A          0.0175                          7.3575                    20360501                                360
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IA            0          N/A          0.0175                          7.6075                    20360501                                360
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TX            0          N/A          0.0175                          6.9825                    20360501                                360
TX            0          N/A          0.0175                          7.7325                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
CO            0          N/A          0.0175                          7.3575                    20360301                                360
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TX            0          N/A          0.0175                          7.4825                    20360301                                360
TX            0          N/A          0.0175                          7.3575                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
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TX            0          N/A          0.0175                          7.6075                    20360201                                360
TX            0          N/A          0.0175                          7.9825                    20360401                                360
TX            0          N/A          0.0175                          9.2325                    20360301                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
CO            0          N/A          0.0175                          6.9825                    20360301                                360
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TX            0          N/A          0.0175                          7.3575                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360201                                360
TX            0          N/A          0.0175                          7.3575                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          6.3575                    20360501                                360
TX            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360301                                360
TX            0          N/A          0.0175                          6.7325                    20360401                                360
TX            0          N/A          0.0175                          6.8575                    20360501                                360
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NC            0          N/A          0.0175                          6.9825                    20360401                                360
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MA            0          N/A          0.0175                          7.9825                    20360401                                360
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CT            0          N/A          0.0175                          7.6075                    20360501                                360
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OK            0          N/A          0.0175                          7.1075                    20360301                                360
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OK            0          N/A          0.0175                          6.4825                    20360401                                360
OK            0          N/A          0.0175                          6.2325                    20360301                                360
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MD            0          N/A          0.0175                          6.9825                    20360501                                360
NC            0          N/A          0.0175                          6.9825                    20360501                                360
MD            0          N/A          0.0175                          6.8575                    20360301                                360
NC            0          N/A          0.0175                          7.6075                    20360501                                360
MD            0          N/A          0.0175                          6.8575                    20360501                                360
MD            0          N/A          0.0175                          7.4825                    20360401                                360
MD            0          N/A          0.0175                          6.3575                    20360401                                360
NC            0          N/A          0.0175                          7.2325                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
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MD            0          N/A          0.0175                          7.3575                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
MD            0          N/A          0.0175                          7.1075                    20360301                                360
MD            0          N/A          0.0175                          6.8575                    20360501                                360
NC            0          N/A          0.0175                          6.4825                    20360501                                360
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VA            0          N/A          0.0175                          7.2325                    20360401                                360
MA            0          N/A          0.0175                          7.7325                    20360501                                360
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MD            0          N/A          0.0175                          6.3575                    20360501                                360
MD            0          N/A          0.0175                          7.3575                    20360401                                360
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MD            0          N/A          0.0175                          7.2325                    20360401                                360
CT            0          N/A          0.0175                          6.8575                    20360501                                360
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MA            0          N/A          0.0175                          6.3575                    20360501                                360
MA            0          N/A          0.0175                          7.1075                    20360401                                360
NH            0          N/A          0.0175                          6.2325                    20360401                                360
MD            0          N/A          0.0175                          7.4825                    20360501                                360
MA            0          N/A          0.0175                          6.1075                    20360401                                360
VA            0          N/A          0.0175                          7.6075                    20360501                                360
MA            0          N/A          0.0175                          6.9825                    20360401                                360
RI            0          N/A          0.0175                          7.9825                    20360401                                360
MD            0          N/A          0.0175                          6.6075                    20360401                                360
FL            0          N/A          0.0175                          6.4825                    20360401                                360
FL            0          N/A          0.0175                          6.2325                    20360501                                360
VA            0          N/A          0.0175                          6.6075                    20360501                                360
MD            0          N/A          0.0175                          7.1075                    20360401                                360
MD            0          N/A          0.0175                          6.4825                    20360301                                360
VA            0          N/A          0.0175                          5.9825                    20360401                                360
FL            0          N/A          0.0175                          8.6075                    20360401                                360
AZ            0          N/A          0.0175                          6.6075                    20360501                                360
VA            0          N/A          0.0175                          6.8575                    20360301                                360
MD            0          N/A          0.0175                          7.3575                    20360301                                360
NC            0          N/A          0.0175                          6.7325                    20360401                                360
FL            0          N/A          0.0175                          6.8575                    20360501                                360
MA            0          N/A          0.0175                          8.3575                    20360201                                360
IL            0          N/A          0.0175                          7.6075                    20360501                                360
NM            0          N/A          0.0175                          6.8575                    20360501                                360
AL            0          N/A          0.0175                          7.3575                    20360501                                360
VA            0          N/A          0.0175                          7.6075                    20360401                                360
NM            0          N/A          0.0175                          6.8575                    20360501                                360
GA            0          N/A          0.0175                          7.6075                    20360301                                360
AL            0          N/A          0.0175                          7.3575                    20360501                                360
MD            0          N/A          0.0175                          7.1075                    20360501                                360
AZ            0          N/A          0.0175                          7.3575                    20360101                                360
CA            0          N/A          0.0175                          6.7325                    20360301                                360
TX            0          N/A          0.0175                          7.1075                    20360301                                360
MA            0          N/A          0.0175                          6.6075                    20360101                                360
FL            0          N/A          0.0175                          8.8575                    20360101                                360
NV            0          N/A          0.0175                          5.8575                    20360201                                360
TX            0          N/A          0.0175                          8.3575                    20360301                                360
KS            0          N/A          0.0175                          6.8575                    20360101                                360
WI            0          N/A          0.0175                          6.6075                    20360201                                360
UT            0          N/A          0.0175                          6.6075                    20360301                                360
CO            0          N/A          0.0175                          6.4825                    20360301                                360
MO            0          N/A          0.0175                          6.1075                    20360301                                360
TX            0          N/A          0.0175                          7.6075                    20351201                                360
NH            0          N/A          0.0175                          7.3575                    20360401                                360
IL            0          N/A          0.0175                          8.4825                    20360201                                360
PA            0          N/A          0.0175                          8.6075                    20360301                                360
TX            0          N/A          0.0175                          6.6075                    20360401                                360
VA            0          N/A          0.0175                          5.6075                    20360301                                360
MI            0          N/A          0.0175                          7.6075                    20360201                                360
OH            0          N/A          0.0175                          6.6075                    20360201                                360
OR            0          N/A          0.0175                          7.2325                    20360301                                360
NM            0          N/A          0.0175                          6.4825                    20360101                                360
WI            0          N/A          0.0175                          6.6075                    20360201                                360
FL            0          N/A          0.0175                          7.3575                    20360501                                360
MD            0          N/A          0.0175                          6.4825                    20360301                                360
AZ            0          N/A          0.0175                          7.1075                    20360401                                360
MD            0          N/A          0.0175                          8.4825                    20360501                                360
CA            0          N/A          0.0175                          7.1075                    20360501                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
NV            0          N/A          0.0175                          7.8575                    20360401                                360
NC            0          N/A          0.0175                          6.4825                    20360301                                360
HI            0          N/A          0.0175                          6.3575                    20360401                                360
WA            0          N/A          0.0175                          6.9825                    20360401                                360
AZ            0          N/A          0.0175                          6.6075                    20360301                                360
NJ            0          N/A          0.0175                          7.2325                    20360501                                360
NJ            0          N/A          0.0175                          6.4825                    20360501                                360
MD            0          N/A          0.0175                          7.6075                    20360501                                360
MD            0          N/A          0.0175                          7.4825                    20360501                                360
NJ            0          N/A          0.0175                          7.1075                    20360601                                360
FL            0          N/A          0.0175                          6.6075                    20360601                                360
NJ            0          N/A          0.0175                          7.2325                    20360401                                360
NY            0          N/A          0.0175                          6.7325                    20360401                                360
FL            0          N/A          0.0175                          7.4825                    20360501                                360
MD            0          N/A          0.0175                          7.3575                    20360401                                360
NJ            0          N/A          0.0175                          6.7325                    20360301                                360
MD            0          N/A          0.0175                          7.3575                    20360501                                360
GA            0          N/A          0.0175                          6.9825                    20360301                                360
GA            0          N/A          0.0175                          7.6075                    20360401                                360
GA            0          N/A          0.0175                          6.6075                    20360201                                360
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IN            0          N/A          0.0175                          7.3575                    20360501                                360
NY            0          N/A          0.0175                          7.2325                    20360301                                360
FL            0          N/A          0.0175                          6.2325                    20360401                                360
NJ            0          N/A          0.0175                          7.2325                    20360401                                360
NY            0          N/A          0.0175                          6.2325                    20360301                                360
NJ            0          N/A          0.0175                          6.3575                    20360301                                360
CA            0          N/A          0.0175                          6.4825                    20360501                                360
PA            0          N/A          0.0175                          6.1085                    20360301                                360
PA            0          N/A          0.0175                          6.2325                    20360301                                360
PA            0          N/A          0.0175                          6.2325                    20360301                                360
AZ            0          N/A          0.0175                          7.3575                    20360501                                360
CA            0          N/A          0.0175                          6.9825                    20360601                                360
MO            0          N/A          0.0175                          6.2325                    20360101                                360
NY            0          N/A          0.0175                          7.3575                    20360401                                360
MA            0          N/A          0.0175                          7.1075                    20360501                                360
NY            0          N/A          0.0175                          6.9825                    20360501                                360
CO            0          N/A          0.0175                          6.7325                    20360501                                360
VA            0          N/A          0.0175                          6.6075                    20360601                                360
CO            0          N/A          0.0175                          7.6075                    20360501                                360
MD            0          N/A          0.0175                          6.3575                    20360501                                360
KY            0          N/A          0.0175                          6.4825                    20360501                                360
OH            0          N/A          0.0175                          7.4825                    20360501                                360
AZ            0          N/A          0.0175                          7.3575                    20360501                                360
AZ            0          N/A          0.0175                          7.4825                    20360501                                360
AZ            0          N/A          0.0175                          6.8575                    20360501                                360
KS            0          N/A          0.0175                          7.4825                    20360401                                360
FL            0          N/A          0.0175                          6.6075                    20360401                                360
FL            0          N/A          0.0175                          7.1075                    20360501                                360
FL            0          N/A          0.0175                          6.8575                    20360401                                360
FL            0          N/A          0.0175                          6.9825                    20360401                                360
FL            0          N/A          0.0175                          7.6075                    20360501                                360
FL            0          N/A          0.0175                          7.2325                    20360101                                360
AL            0          N/A          0.0175                          7.7325                    20360401                                360
SC            0          N/A          0.0175                          8.7325                    20360501                                360
SC            0          N/A          0.0175                          7.2325                    20360401                                360
FL            0          N/A          0.0175                          7.4825                    20360401                                360
GA            0          N/A          0.0175                          6.6075                    20360401                                360
SC            0          N/A          0.0175                          8.7325                    20360501                                360
GA            0          N/A          0.0175                          7.3575                    20360401                                360
SC            0          N/A          0.0175                          6.8575                    20360401                                360
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GA            0          N/A          0.0175                          6.4825                    20360501                                360
GA            0          N/A          0.0175                          8.4825                    20360301                                360
SC            0          N/A          0.0175                          8.7325                    20360501                                360
GA            0          N/A          0.0175                          7.6075                    20360501                                360
SC            0          N/A          0.0175                          7.3575                    20360501                                360
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SC            0          N/A          0.0175                          7.1075                    20360501                                360
SC            0          N/A          0.0175                          7.6075                    20360501                                360
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SC            0          N/A          0.0175                          8.7325                    20360501                                360
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SC            0          N/A          0.0175                          6.9825                    20360501                                360
SC            0          N/A          0.0175                          8.7325                    20360501                                360
SC            0          N/A          0.0175                          8.7325                    20360501                                360
SC            0          N/A          0.0175                          8.1075                    20360401                                360
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TX            0          N/A          0.0175                          7.9825                    20360501                                360
MD            0          N/A          0.0175                          6.9825                    20360301                                360
UT            0          N/A          0.0175                          6.8575                    20360301                                360
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GA            0          N/A          0.0175                          5.9825                    20360401                                360
GA            0          N/A          0.0175                          7.3575                    20360201                                360
NC            0          N/A          0.0175                          6.3575                    20360201                                360
GA            0          N/A          0.0175                          7.4825                    20360401                                360
GA            0          N/A          0.0175                          6.8575                    20360401                                360
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NC            0          N/A          0.0175                          7.7325                    20360401                                360
NC            0          N/A          0.0175                          7.8575                    20360501                                360
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IN            0          N/A          0.0175                          6.4825                    20360501                                360
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IN            0          N/A          0.0175                          6.4825                    20360501                                360
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IN            0          N/A          0.0175                          6.4825                    20360501                                360
IN            0          N/A          0.0175                          6.4825                    20360501                                360
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IN            0          N/A          0.0175                          6.4825                    20360501                                360
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IN            0          N/A          0.0175                          6.4825                    20360501                                360
IN            0          N/A          0.0175                          6.4825                    20360501                                360
IN            0          N/A          0.0175                          6.4825                    20360501                                360
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TX            0          N/A          0.0175                          7.3575                    20360501                                360
TX            0          N/A          0.0175                          8.2325                    20360501                                360
TX            0          N/A          0.0175                          6.7325                    20360501                                360
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TX            0          N/A          0.0175                          7.4825                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360401                                360
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TX            0          N/A          0.0175                          7.1075                    20360501                                360
MN            0          N/A          0.0175                          6.6075                    20360501                                360
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AL            0          N/A          0.0175                          6.6075                    20360401                                360
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TX            0          N/A          0.0175                          8.1075                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
CA            0          N/A          0.0175                          7.2325                    20360401                                360
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TX            0          N/A          0.0175                          6.6075                    20360301                                360
TX            0          N/A          0.0175                          6.8575                    20360401                                360
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CO            0          N/A          0.0175                          6.9825                    20360501                                360
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MN            0          N/A          0.0175                          6.4825                    20360401                                360
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MO            0          N/A          0.0175                          7.2325                    20360301                                360
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MN            0          N/A          0.0175                          7.2325                    20360501                                360
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MD            0          N/A          0.0175                          6.6075                    20360401                                360
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TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          8.7325                    20360401                                360
TX            0          N/A          0.0175                          7.7325                    20360401                                360
TX            0          N/A          0.0175                          6.6075                    20360501                                360
FL            0          N/A          0.0175                          6.7325                    20360501                                360
MD            0          N/A          0.0175                          6.9825                    20360501                                360
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TX            0          N/A          0.0175                          8.9825                    20360501                                360
TX            0          N/A          0.0175                          6.6075                    20360301                                360
TX            0          N/A          0.0175                          6.8575                    20360501                                360
TX            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          8.3575                    20360301                                360
TX            0          N/A          0.0175                          7.7325                    20360501                                360
TX            0          N/A          0.0175                          6.9825                    20360501                                360
TX            0          N/A          0.0175                          9.7325                    20360501                                360
TX            0          N/A          0.0175                          8.7325                    20360501                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          8.3575                    20360501                                360
TX            0          N/A          0.0175                          7.7325                    20360301                                360
TX            0          N/A          0.0175                          8.9825                    20360401                                360
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NC            0          N/A          0.0175                          7.1075                    20360501                                360
CO            0          N/A          0.0175                          7.2325                    20360501                                360
CA            0          N/A          0.0175                          6.2325                    20360501                                360
CO            0          N/A          0.0175                          6.7325                    20360501                                360
MA            0          N/A          0.0175                          7.8575                    20360401                                360
CA            0          N/A          0.0175                          6.2325                    20360101                                360
NM            0          N/A          0.0175                          7.7325                    20360501                                360
NM            0          N/A          0.0175                          7.7325                    20360501                                360
NY            0          N/A          0.0175                          8.4825                    20360401                                360
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NC            0          N/A          0.0175                          6.4825                    20360501                                360
CA            0          N/A          0.0175                          6.3575                    20360301                                360
FL            0          N/A          0.0175                          6.7325                    20360301                                360
CA            0          N/A          0.0175                          6.9825                    20360301                                360
ME            0          N/A          0.0175                          7.2325                    20360301                                360
TX            0          N/A          0.0175                          7.7325                    20360401                                360
CA            0          N/A          0.0175                          7.1075                    20360501                                360
FL            0          N/A          0.0175                          6.7325                    20360301                                360
WA            0          N/A          0.0175                          7.8575                    20360401                                360
MA            0          N/A          0.0175                          7.9825                    20360501                                360
FL            0          N/A          0.0175                          6.7325                    20360301                                360
WA            0          N/A          0.0175                          7.8575                    20360401                                360
ID            0          N/A          0.0175                          7.4825                    20360301                                360
CA            0          N/A          0.0175                          7.3575                    20360401                                360
GA            0          N/A          0.0175                          6.6075                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360301                                360
NC            0          N/A          0.0175                          6.7325                    20360301                                360
GA            0          N/A          0.0175                          6.7325                    20360301                                360
GA            0          N/A          0.0175                          8.4825                    20360401                                360
GA            0          N/A          0.0175                          6.9825                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360301                                360
GA            0          N/A          0.0175                          6.9825                    20360301                                360
GA            0          N/A          0.0175                          7.4825                    20360201                                360
IL            0          N/A          0.0175                          7.3575                    20360401                                360
MO            0          N/A          0.0175                          8.6075                    20360501                                360
IN            0          N/A          0.0175                          8.1075                    20360501                                360
IN            0          N/A          0.0175                          8.2325                    20360401                                360
TX            0          N/A          0.0175                          7.4825                    20360301                                360
FL            0          N/A          0.0175                          7.3575                    20360401                                360
MI            0          N/A          0.0175                          6.7325                    20360401                                360
TX            0          N/A          0.0175                          6.4825                    20360301                                360
AR            0          N/A          0.0175                          8.2325                    20360401                                360
MO            0          N/A          0.0175                          7.1075                    20360201                                360
FL            0          N/A          0.0175                          6.6075                    20360601                                360
FL            0          N/A          0.0175                          7.9825                    20360501                                360
FL            0          N/A          0.0175                          7.9825                    20360601                                360
FL            0          N/A          0.0175                          7.7325                    20360301                                360
VA            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          7.6075                    20360501                                360
FL            0          N/A          0.0175                          7.9825                    20360501                                360
FL            0          N/A          0.0175                          6.8575                    20360301                                360
FL            0          N/A          0.0175                          6.4825                    20360401                                360
IL            0          N/A          0.0175                          7.8575                    20360501                                360
FL            0          N/A          0.0175                          8.2325                    20360501                                360
FL            0          N/A          0.0175                          7.3575                    20360501                                360
KY            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          7.9825                    20360501                                360
AL            0          N/A          0.0175                          6.9825                    20360601                                360
IL            0          N/A          0.0175                          7.3575                    20360501                                360
FL            0          N/A          0.0175                          7.1075                    20360501                                360
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GA            0          N/A          0.0175                          6.3575                    20360301                                360
FL            0          N/A          0.0175                          6.6075                    20360301                                360
OH            0          N/A          0.0175                          6.9825                    20360301                                360
NJ            0          N/A          0.0175                          7.3575                    20360401                                360
MI            0          N/A          0.0175                          7.2325                    20360401                                360
MA            0          N/A          0.0175                          7.1075                    20360401                                360
NV            0          N/A          0.0175                          6.3575                    20360401                                360
NV            0          N/A          0.0175                          7.1075                    20360501                                360
CA            0          N/A          0.0175                          6.7325                    20360501                                360
NV            0          N/A          0.0175                          7.7325                    20360401                                360
CT            0          N/A          0.0175                          7.7325                    20360301                                360
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NH            0          N/A          0.0175                          6.4825                    20360301                                360
CT            0          N/A          0.0175                          8.3575                    20360301                                360
AR            0          N/A          0.0175                          7.3575                    20360501                                360
OK            0          N/A          0.0175                          7.4825                    20360301                                360
NC            0          N/A          0.0175                          7.6075                    20360501                                360
AR            0          N/A          0.0175                          6.6075                    20360501                                360
OK            0          N/A          0.0175                          7.4825                    20360301                                360
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NC            0          N/A          0.0175                          7.6075                    20360501                                360
OK            0          N/A          0.0175                          7.4825                    20360301                                360
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CA            0          N/A          0.0175                          6.2325                    20360501                                360
NV            0          N/A          0.0175                          8.6075                    20360301                                360
CT            0          N/A          0.0175                          6.2325                    20360201                                360
NC            0          N/A          0.0175                          8.2325                    20360401                                360
NC            0          N/A          0.0175                          7.7325                    20360401                                360
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GA            0          N/A          0.0175                          6.3575                    20351201                                360
TX            0          N/A          0.0175                          7.2325                    20360301                                360
AZ            0          N/A          0.0175                          6.4825                    20360201                                360
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NC            0          N/A          0.0175                          8.7325                    20360501                                360
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SC            0          N/A          0.0175                          7.4825                    20360501                                360
CO            0          N/A          0.0175                          7.9825                    20360401                                360
FL            0          N/A          0.0175                          6.7325                    20360501                                360
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MD            0          N/A          0.0175                          6.4825                    20360301                                360
AZ            0          N/A          0.0175                          6.4825                    20360201                                360
CT            0          N/A          0.0175                          5.8575                    20360201                                360
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CT            0          N/A          0.0175                          6.1075                    20351201                                360
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TX            0          N/A          0.0175                          7.7325                    20360301                                360
GA            0          N/A          0.0175                          7.1075                    20360501                                360
CO            0          N/A          0.0175                          7.6075                    20360301                                360
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TX            0          N/A          0.0175                          6.1075                    20351201                                360
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CO            0          N/A          0.0175                          6.2325                    20360401                                360
IL            0          N/A          0.0175                          8.4825                    20360301                                360
SC            0          N/A          0.0175                          7.4825                    20360401                                360
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GA            0          N/A          0.0175                          6.1075                    20360401                                360
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GA            0          N/A          0.0175                          7.1075                    20360301                                360
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TX            0          N/A          0.0175                          6.6075                    20360301                                360
TX            0          N/A          0.0175                          7.4825                    20360401                                360
TN            0          N/A          0.0175                          7.2325                    20360401                                360
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CO            0          N/A          0.0175                          7.4825                    20360401                                360
CO            0          N/A          0.0175                          6.3575                    20360501                                360
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GA            0          N/A          0.0175                          7.2325                    20360501                                360
GA            0          N/A          0.0175                          7.9825                    20360401                                360
GA            0          N/A          0.0175                          6.2325                    20360501                                360
GA            0          N/A          0.0175                          6.3575                    20360501                                360
GA            0          N/A          0.0175                          5.8575                    20360601                                360
GA            0          N/A          0.0175                          6.9825                    20360301                                360
AL            0          N/A          0.0175                          6.8575                    20360301                                360
GA            0          N/A          0.0175                          6.9825                    20360401                                360
GA            0          N/A          0.0175                          6.9825                    20360501                                360
TN            0          N/A          0.0175                          7.3575                    20360501                                360
GA            0          N/A          0.0175                          6.8575                    20360501                                360
GA            0          N/A          0.0175                          7.2325                    20360501                                360
IN            0          N/A          0.0175                          6.8575                    20360301                                360
GA            0          N/A          0.0175                          8.3575                    20360401                                360
GA            0          N/A          0.0175                          5.8575                    20360501                                360
VA            0          N/A          0.0175                          7.2325                    20360501                                360
GA            0          N/A          0.0175                          6.7325                    20360501                                360
OH            0          N/A          0.0175                          7.1075                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
MO            0          N/A          0.0175                          6.9825                    20360501                                360
TX            0          N/A          0.0175                          7.9825                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          8.4825                    20360501                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.9825                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
LA            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
CA            0          N/A          0.0175                          7.2325                    20360501                                360
AZ            0          N/A          0.0175                          6.9825                    20360501                                360
IL            0          N/A          0.0175                          6.6075                    20360501                                360
IL            0          N/A          0.0175                          7.3575                    20360501                                360
IN            0          N/A          0.0175                          6.4825                    20360501                                360
FL            0          N/A          0.0175                          7.8575                    20360401                                360
GA            0          N/A          0.0175                          6.9825                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.6075                    20360501                                360
VA            0          N/A          0.0175                          8.3575                    20360401                                360
AZ            0          N/A          0.0175                          8.2325                    20360501                                360
MI            0          N/A          0.0175                          8.2325                    20360101                                360
GA            0          N/A          0.0175                          6.3575                    20360501                                360
NV            0          N/A          0.0175                          7.3575                    20360501                                360
NC            0          N/A          0.0175                          6.8575                    20360501                                360
FL            0          N/A          0.0175                          6.8575                    20360501                                360
VA            0          N/A          0.0175                          7.9825                    20360501                                360
AZ            0          N/A          0.0175                          6.8575                    20360501                                360
VA            0          N/A          0.0175                          6.9825                    20360501                                360
NM            0          N/A          0.0175                          7.4825                    20360401                                360
AZ            0          N/A          0.0175                          6.9825                    20360301                                360
PA            0          N/A          0.0175                          7.9825                    20360501                                360
AZ            0          N/A          0.0175                          8.1075                    20360501                                360
NV            0          N/A          0.0175                          7.2325                    20360401                                360
FL            0          N/A          0.0175                          6.8575                    20360401                                360
FL            0          N/A          0.0175                          6.9825                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360501                                360
NV            0          N/A          0.0175                          6.7325                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360601                                360
FL            0          N/A          0.0175                          6.4825                    20360501                                360
MI            0          N/A          0.0175                          6.6075                    20360401                                360
CA            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          8.1075                    20360401                                360
FL            0          N/A          0.0175                          8.2325                    20360501                                360
FL            0          N/A          0.0175                          7.8575                    20360401                                360
IL            0          N/A          0.0175                          8.3575                    20360401                                360
FL            0          N/A          0.0175                          7.6075                    20360501                                360
CA            0          N/A          0.0175                          6.7325                    20360501                                360
CA            0          N/A          0.0175                          7.6075                    20360401                                360
NV            0          N/A          0.0175                          6.6075                    20360501                                360
CO            0          N/A          0.0175                          8.2325                    20360501                                360
IL            0          N/A          0.0175                          8.2325                    20360401                                360
FL            0          N/A          0.0175                          7.1075                    20360401                                360
OH            0          N/A          0.0175                          7.8575                    20360501                                360
UT            0          N/A          0.0175                          7.1075                    20360401                                360
UT            0          N/A          0.0175                          7.1075                    20360401                                360
CO            0          N/A          0.0175                          7.8575                    20360501                                360
UT            0          N/A          0.0175                          7.2325                    20360401                                360
CO            0          N/A          0.0175                          7.3575                    20360501                                360
UT            0          N/A          0.0175                          7.7325                    20360501                                360
CO            0          N/A          0.0175                          6.9825                    20360401                                360
CO            0          N/A          0.0175                          7.2325                    20360401                                360
CO            0          N/A          0.0175                          7.6075                    20360501                                360
CO            0          N/A          0.0175                          7.1075                    20360501                                360
CO            0          N/A          0.0175                          7.1075                    20360401                                360
CO            0          N/A          0.0175                          7.2325                    20360401                                360
UT            0          N/A          0.0175                          7.6075                    20360501                                360
CO            0          N/A          0.0175                          7.3575                    20360501                                360
UT            0          N/A          0.0175                          7.6075                    20360401                                360
UT            0          N/A          0.0175                          7.3575                    20360501                                360
CO            0          N/A          0.0175                          6.6075                    20360401                                360
UT            0          N/A          0.0175                          6.7325                    20360401                                360
CO            0          N/A          0.0175                          7.2325                    20360401                                360
CO            0          N/A          0.0175                          7.3575                    20360501                                360
CO            0          N/A          0.0175                          8.1075                    20360501                                360
CO            0          N/A          0.0175                          7.4825                    20360501                                360
NV            0          N/A          0.0175                          7.2325                    20360501                                360
NV            0          N/A          0.0175                          7.4825                    20360501                                360
CA            0          N/A          0.0175                          8.6075                    20360501                                360
CA            0          N/A          0.0175                          8.6075                    20360501                                360
CA            0          N/A          0.0175                          8.4825                    20360501                                360
CA            0          N/A          0.0175                          6.4825                    20360201                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
NV            0          N/A          0.0175                          6.7325                    20360501                                360
NV            0          N/A          0.0175                          6.8575                    20360401                                360
NV            0          N/A          0.0175                          7.1075                    20360501                                360
NV            0          N/A          0.0175                          7.6075                    20360401                                360
RI            0          N/A          0.0175                          7.9825                    20360401                                360
MI            0          N/A          0.0175                          6.9825                    20360401                                360
IN            0          N/A          0.0175                          6.6075                    20360401                                360
MA            0          N/A          0.0175                          7.6075                    20360501                                360
CT            0          N/A          0.0175                          6.6075                    20360501                                360
IN            0          N/A          0.0175                          6.7325                    20360401                                360
NH            0          N/A          0.0175                          6.7325                    20360401                                360
MA            0          N/A          0.0175                          8.3575                    20360201                                360
CT            0          N/A          0.0175                          6.4825                    20360201                                360
NH            0          N/A          0.0175                          6.7325                    20360401                                360
RI            0          N/A          0.0175                          7.1075                    20360501                                360
MA            0          N/A          0.0175                          6.4825                    20360201                                360
MA            0          N/A          0.0175                          7.3575                    20360401                                360
MI            0          N/A          0.0175                          6.4825                    20360401                                360
MA            0          N/A          0.0175                          7.6075                    20360401                                360
NH            0          N/A          0.0175                          7.3575                    20360501                                360
CA            0          N/A          0.0175                          7.1075                    20360501                                360
FL            0          N/A          0.0175                          8.1075                    20360501                                360
FL            0          N/A          0.0175                          6.6075                    20360401                                360
TX            0          N/A          0.0175                          6.1075                    20360401                                360
MS            0          N/A          0.0175                          8.1075                    20360501                                360
IN            0          N/A          0.0175                          7.8575                    20360501                                360
OK            0          N/A          0.0175                          7.3575                    20360401                                360
TX            0          N/A          0.0175                          8.1075                    20360501                                360
IN            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          8.2325                    20360401                                360
OH            0          N/A          0.0175                          8.2325                    20360301                                360
OK            0          N/A          0.0175                          7.3575                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
FL            0          N/A          0.0175                          6.6075                    20360501                                360
OK            0          N/A          0.0175                          7.3575                    20360401                                360
WY            0          N/A          0.0175                          7.1075                    20360501                                360
UT            0          N/A          0.0175                          6.4825                    20360501                                360
UT            0          N/A          0.0175                          7.8575                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
AZ            0          N/A          0.0175                          7.1075                    20360501                                360
TX            0          N/A          0.0175                          6.9825                    20360501                                360
UT            0          N/A          0.0175                          7.4825                    20360501                                360
FL            0          N/A          0.0175                          8.6075                    20360501                                360
CO            0          N/A          0.0175                          7.6075                    20360401                                360
FL            0          N/A          0.0175                          7.4825                    20360501                                360
UT            0          N/A          0.0175                          7.2325                    20360501                                360
FL            0          N/A          0.0175                          7.2325                    20360501                                360
CA            0          N/A          0.0175                          7.2325                    20360601                                360
CA            0          N/A          0.0175                          6.8575                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
NC            0          N/A          0.0175                          6.7325                    20360301                                360
CO            0          N/A          0.0175                          7.2325                    20360401                                360
NV            0          N/A          0.0175                          6.6075                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360501                                360
TN            0          N/A          0.0175                          7.2325                    20360301                                360
AZ            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          7.4825                    20360501                                360
AZ            0          N/A          0.0175                          7.1075                    20360401                                360
CA            0          N/A          0.0175                          7.2325                    20360401                                360
IL            0          N/A          0.0175                          7.9825                    20360401                                360
NV            0          N/A          0.0175                          8.6075                    20360101                                360
NV            0          N/A          0.0175                          8.3575                    20360201                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
MD            0          N/A          0.0175                          7.2325                    20360401                                360
MD            0          N/A          0.0175                          6.7325                    20360501                                360
VA            0          N/A          0.0175                          7.7325                    20360501                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.1075                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360301                                360
GA            0          N/A          0.0175                          7.3575                    20360401                                360
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CA            0          N/A          0.0175                          7.6075                    20360601                                360
NJ            0          N/A          0.0175                          7.6075                    20360401                                360
NV            0          N/A          0.0175                          6.2325                    20360501                                360
NV            0          N/A          0.0175                          6.2325                    20360101                                360
NV            0          N/A          0.0175                          6.7325                    20360501                                360
CA            0          N/A          0.0175                          6.3575                    20360501                                360
AZ            0          N/A          0.0175                          8.4825                    20360501                                360
NV            0          N/A          0.0175                          7.2325                    20360501                                360
NV            0          N/A          0.0175                          7.1075                    20360501                                360
NV            0          N/A          0.0175                          6.1075                    20360401                                360
AZ            0          N/A          0.0175                          7.2325                    20360401                                360
NV            0          N/A          0.0175                          7.1075                    20360401                                360
AZ            0          N/A          0.0175                          7.6075                    20360501                                360
NV            0          N/A          0.0175                          6.6075                    20360401                                360
NV            0          N/A          0.0175                          7.3575                    20360501                                360
CA            0          N/A          0.0175                          8.4825                    20360201                                360
IL            0          N/A          0.0175                          7.4825                    20360501                                360
FL            0          N/A          0.0175                          8.3575                    20360301                                360
OR            0          N/A          0.0175                          6.4825                    20360401                                360
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LA            0          N/A          0.0175                          5.9825                    20360401                                360
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MN            0          N/A          0.0175                          8.3575                    20360301                                360
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MN            0          N/A          0.0175                          6.6075                    20360401                                360
MD            0          N/A          0.0175                          6.8575                    20360301                                360
AZ            0          N/A          0.0175                          6.4825                    20360401                                360
AZ            0          N/A          0.0175                          6.4825                    20360401                                360
AZ            0          N/A          0.0175                          6.8575                    20360601                                360
AZ            0          N/A          0.0175                          6.6075                    20360501                                360
AZ            0          N/A          0.0175                          6.6075                    20360401                                360
AZ            0          N/A          0.0175                          6.6075                    20360501                                360
AZ            0          N/A          0.0175                          7.2325                    20360401                                360
AZ            0          N/A          0.0175                          6.6075                    20360401                                360
AZ            0          N/A          0.0175                          6.7325                    20360401                                360
AZ            0          N/A          0.0175                          6.4825                    20360301                                360
AZ            0          N/A          0.0175                          6.3575                    20360501                                360
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GA            0          N/A          0.0175                          7.4825                    20360401                                360
SC            0          N/A          0.0175                          7.1075                    20360301                                360
GA            0          N/A          0.0175                          7.4825                    20360501                                360
GA            0          N/A          0.0175                          7.4825                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360401                                360
GA            0          N/A          0.0175                          7.4825                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360501                                360
GA            0          N/A          0.0175                          7.8575                    20360501                                360
GA            0          N/A          0.0175                          7.4825                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360401                                360
GA            0          N/A          0.0175                          7.1075                    20360401                                360
GA            0          N/A          0.0175                          7.3575                    20360401                                360
GA            0          N/A          0.0175                          7.6075                    20360501                                360
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GA            0          N/A          0.0175                          6.6075                    20360301                                360
GA            0          N/A          0.0175                          7.4825                    20360401                                360
GA            0          N/A          0.0175                          7.4825                    20360401                                360
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GA            0          N/A          0.0175                          7.8575                    20360501                                360
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TX            0          N/A          0.0175                          7.4825                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          6.4825                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360501                                360
TX            0          N/A          0.0175                          7.3575                    20360401                                360
TX            0          N/A          0.0175                          5.9825                    20360301                                360
TX            0          N/A          0.0175                          6.9825                    20360501                                360
GA            0          N/A          0.0175                          8.7325                    20360401                                360
GA            0          N/A          0.0175                          6.1075                    20360101                                360
GA            0          N/A          0.0175                          7.6075                    20360501                                360
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GA            0          N/A          0.0175                          5.9825                    20360201                                360
GA            0          N/A          0.0175                          6.1075                    20360101                                360
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AL            0          N/A          0.0175                          6.1075                    20360201                                360
GA            0          N/A          0.0175                          7.1075                    20360401                                360
GA            0          N/A          0.0175                          8.6075                    20360401                                360
GA            0          N/A          0.0175                          8.6075                    20360501                                360
SC            0          N/A          0.0175                          7.2325                    20360401                                360
AL            0          N/A          0.0175                          5.6075                    20360101                                360
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AL            0          N/A          0.0175                          6.9825                    20360501                                360
GA            0          N/A          0.0175                          7.2325                    20360501                                360
GA            0          N/A          0.0175                          6.7325                    20360201                                360
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GA            0          N/A          0.0175                          6.8575                    20360401                                360
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MI            0          N/A          0.0175                          7.7325                    20360301                                360
MI            0          N/A          0.0175                          7.9825                    20360401                                360
MI            0          N/A          0.0175                          7.2325                    20360401                                360
MI            0          N/A          0.0175                          6.9825                    20360101                                360
MI            0          N/A          0.0175                          7.2325                    20360101                                360
MI            0          N/A          0.0175                          8.3575                    20360401                                360
GA            0          N/A          0.0175                          8.1075                    20360501                                360
PA            0          N/A          0.0175                          6.6075                    20360401                                360
PA            0          N/A          0.0175                          7.4825                    20360401                                360
NJ            0          N/A          0.0175                          7.4825                    20360401                                360
PA            0          N/A          0.0175                          7.7325                    20360501                                360
PA            0          N/A          0.0175                          6.9825                    20360601                                360
PA            0          N/A          0.0175                          7.2325                    20360401                                360
PA            0          N/A          0.0175                          7.8575                    20360401                                360
DE            0          N/A          0.0175                          7.1075                    20360501                                360
PA            0          N/A          0.0175                          7.2325                    20360501                                360
PA            0          N/A          0.0175                          7.1075                    20360401                                360
NJ            0          N/A          0.0175                          6.8575                    20360301                                360
NJ            0          N/A          0.0175                          7.9825                    20360401                                360
PA            0          N/A          0.0175                          6.8575                    20360401                                360
NJ            0          N/A          0.0175                          7.6075                    20360301                                360
DE            0          N/A          0.0175                          7.3575                    20360101                                360
NJ            0          N/A          0.0175                          6.6075                    20360501                                360
PA            0          N/A          0.0175                          6.7325                    20360401                                360
PA            0          N/A          0.0175                          6.9825                    20360401                                360
PA            0          N/A          0.0175                          6.9825                    20360401                                360
NJ            0          N/A          0.0175                          6.9825                    20360401                                360
PA            0          N/A          0.0175                          7.7325                    20360401                                360
NJ            0          N/A          0.0175                          7.1075                    20360501                                360
PA            0          N/A          0.0175                          7.2325                    20360401                                360
PA            0          N/A          0.0175                          6.6075                    20360501                                360
PA            0          N/A          0.0175                          7.6075                    20360501                                360
NJ            0          N/A          0.0175                          7.1075                    20360401                                360
PA            0          N/A          0.0175                          6.9825                    20360401                                360
NJ            0          N/A          0.0175                          7.2325                    20360501                                360
NJ            0          N/A          0.0175                          7.6075                    20360401                                360
PA            0          N/A          0.0175                          7.2325                    20360501                                360
NJ            0          N/A          0.0175                          6.9825                    20360401                                360
PA            0          N/A          0.0175                          7.8575                    20360401                                360
NJ            0          N/A          0.0175                          7.1075                    20360401                                360
PA            0          N/A          0.0175                          7.6075                    20360401                                360
PA            0          N/A          0.0175                          6.9825                    20360501                                360
PA            0          N/A          0.0175                          7.2325                    20360401                                360
PA            0          N/A          0.0175                          7.9825                    20360501                                360
DE            0          N/A          0.0175                          6.8575                    20360501                                360
PA            0          N/A          0.0175                          7.6075                    20360401                                360
NJ            0          N/A          0.0175                          7.1075                    20360401                                360
PA            0          N/A          0.0175                          7.6075                    20360501                                360
NE            0          N/A          0.0175                          6.9825                    20360401                                360
NE            0          N/A          0.0175                          6.9825                    20360501                                360
NE            0          N/A          0.0175                          6.9825                    20360501                                360
NE            0          N/A          0.0175                          6.9825                    20360501                                360
NE            0          N/A          0.0175                          6.9825                    20360401                                360
NE            0          N/A          0.0175                          6.9825                    20360501                                360
CA            0          N/A          0.0175                          7.2325                    20360401                                360
WI            0          N/A          0.0175                          6.8575                    20360501                                360
MN            0          N/A          0.0175                          6.4825                    20360501                                360
MD            0          N/A          0.0175                          7.7325                    20360501                                360
FL            0          N/A          0.0175                          6.8575                    20360401                                360
VA            0          N/A          0.0175                          6.6075                    20360401                                360
FL            0          N/A          0.0175                          7.4825                    20360501                                360
IA            0          N/A          0.0175                          6.9825                    20360501                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
IA            0          N/A          0.0175                          8.1075                    20360601                                360
VA            0          N/A          0.0175                          7.4825                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          7.2325                    20360401                                360
GA            0          N/A          0.0175                          6.7325                    20360501                                360
DC            0          N/A          0.0175                          7.2325                    20360401                                360
VA            0          N/A          0.0175                          6.7325                    20360501                                360
GA            0          N/A          0.0175                          6.9825                    20360501                                360
MD            0          N/A          0.0175                          6.7325                    20360301                                360
GA            0          N/A          0.0175                          6.4825                    20360301                                360
FL            0          N/A          0.0175                          6.9825                    20360401                                360
IA            0          N/A          0.0175                          8.2325                    20360401                                360
VA            0          N/A          0.0175                          7.2325                    20360501                                360
IA            0          N/A          0.0175                          6.8575                    20360401                                360
VA            0          N/A          0.0175                          7.3575                    20360401                                360
MD            0          N/A          0.0175                          7.1075                    20360501                                360
DC            0          N/A          0.0175                          8.2325                    20360501                                360
VA            0          N/A          0.0175                          6.6075                    20360401                                360
NJ            0          N/A          0.0175                          7.6075                    20360501                                360
NJ            0          N/A          0.0175                          7.9825                    20360401                                360
NJ            0          N/A          0.0175                          7.9825                    20360401                                360
CO            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360401                                360
CO            0          N/A          0.0175                          7.6075                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
CA            0          N/A          0.0175                          7.3575                    20360501                                360
IL            0          N/A          0.0175                          7.9825                    20360501                                360
MO            0          N/A          0.0175                          6.6075                    20360501                                360
KS            0          N/A          0.0175                          7.6075                    20360501                                360
OK            0          N/A          0.0175                          7.6075                    20360501                                360
IN            0          N/A          0.0175                          6.6075                    20360501                                360
TN            0          N/A          0.0175                          7.7325                    20360301                                360
MN            0          N/A          0.0175                          7.4825                    20360401                                360
FL            0          N/A          0.0175                          8.4825                    20360501                                360
MO            0          N/A          0.0175                          7.8575                    20360401                                360
KS            0          N/A          0.0175                          7.6075                    20360401                                360
KS            0          N/A          0.0175                          7.6075                    20360501                                360
KS            0          N/A          0.0175                          7.6075                    20360501                                360
NC            0          N/A          0.0175                          7.2325                    20360401                                360
MO            0          N/A          0.0175                          7.8575                    20360501                                360
OH            0          N/A          0.0175                          7.9825                    20360501                                360
MI            0          N/A          0.0175                          6.9825                    20360501                                360
NC            0          N/A          0.0175                          7.3575                    20360301                                360
AZ            0          N/A          0.0175                          7.6075                    20360501                                360
AZ            0          N/A          0.0175                          7.1075                    20360401                                360
AZ            0          N/A          0.0175                          7.1075                    20360401                                360
IN            0          N/A          0.0175                          7.2325                    20360101                                360
DC            0          N/A          0.0175                          5.9825                    20360201                                360
TX            0          N/A          0.0175                          6.2325                    20360301                                360
VA            0          N/A          0.0175                          7.9825                    20360101                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          8.4825                    20360401                                360
TX            0          N/A          0.0175                          7.7325                    20360501                                360
TX            0          N/A          0.0175                          6.9825                    20360401                                360
TX            0          N/A          0.0175                          7.1075                    20360501                                360
TX            0          N/A          0.0175                          6.2325                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          7.3575                    20360301                                360
TX            0          N/A          0.0175                          7.9825                    20360501                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          7.1075                    20360401                                360
TX            0          N/A          0.0175                          6.6075                    20360401                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
TX            0          N/A          0.0175                          7.2325                    20360501                                360
TX            0          N/A          0.0175                          7.6075                    20360401                                360
NY            0          N/A          0.0175                          7.3575                    20360501                                360
CA            0          N/A          0.0175                          6.6075                    20360401                                360


STATE              STATED_REM_TERM                    ORIGINAL_AMORTIZATION_TERM                  BALLOON            NEG_AM                          ORIGINAL_BALANCE
---------------------------------------------------------------------------------------------------------------------------------------------------------------------
CO                       357                                      360                               No                  N                                  173550
TX                       357                                      360                               No                  N                                  109000
MD                       356                                      360                               No                  N                                  202400
MO                       357                                      360                               No                  N                                   81900
MD                       356                                      360                               No                  N                                  148000
NC                       357                                      360                               No                  N                                  104000
WI                       357                                      360                               No                  N                                  208250
IN                       357                                      360                               No                  N                                  119452
OR                       357                                      360                               No                  N                                  179900
MD                       356                                      360                               No                  N                                  346000
VA                       357                                      360                               No                  N                                   90000
AZ                       356                                      360                               No                  N                                  239200
VA                       358                                      360                               No                  N                                  296000
MD                       359                                      360                               No                  N                                  216000
DC                       358                                      360                               No                  N                                  338000
VA                       358                                      360                               No                  N                                  238400
DC                       358                                      360                               No                  N                                  294000
DC                       360                                      360                               No                  N                                  460000
VA                       360                                      360                               No                  N                                  472000
VA                       358                                      360                               No                  N                                  132000
VA                       358                                      360                               No                  N                                  236000
GA                       359                                      360                               No                  N                                  260000
MD                       358                                      360                               No                  N                                  212000
VA                       359                                      360                               No                  N                                  293200
VA                       358                                      360                               No                  N                                  180000
VA                       359                                      360                               No                  N                                  208000
TX                       358                                      360                               No                  N                                  122400
VA                       359                                      360                               No                  N                                  458000
MD                       358                                      360                               No                  N                                  417000
VA                       359                                      360                               No                  N                                  459000
MD                       359                                      360                               No                  N                                  224000
GA                       359                                      360                               No                  N                                  140800
MA                       359                                      360                               No                  N                                  260000
MD                       358                                      360                               No                  N                                  229600
MD                       358                                      360                               No                  N                                  379686
MD                       358                                      360                               No                  N                                  153000
GA                       358                                      360                               No                  N                                   74000
MD                       358                                      480                               Yes                 N                                   50050
TN                       359                                      360                               No                  N                                  323600
MD                       360                                      360                               No                  N                                  460000
MD                       358                                      360                               No                  N                                  264000
TN                       357                                      360                               No                  N                                  175300
DE                       359                                      360                               No                  N                                  162300
MD                       357                                      360                               No                  N                                   79200
IL                       357                                      360                               No                  N                                  224000
MD                       357                                      480                               Yes                 N                                  242400
MD                       358                                      360                               No                  N                                  280000
VA                       357                                      360                               No                  N                                  161600
IL                       358                                      360                               No                  N                                   84800
MD                       358                                      360                               No                  N                                  212810
GA                       358                                      360                               No                  N                                   92000
MD                       358                                      360                               No                  N                                  468000
NY                       357                                      360                               No                  N                                  420000
VA                       358                                      360                               No                  N                                  490500
MI                       359                                      360                               No                  N                                   58450
CT                       359                                      360                               No                  N                                  113400
GA                       359                                      360                               No                  N                                  118320
MO                       359                                      360                               No                  N                                  124000
TX                       359                                      360                               No                  N                                   70400
UT                       359                                      360                               No                  N                                  196045
CO                       359                                      360                               No                  N                                  128000
VA                       357                                      360                               No                  N                                  272000
MD                       357                                      360                               No                  N                                  176800
NJ                       356                                      360                               No                  N                                  364000
CA                       357                                      360                               No                  N                                  207500
VA                       356                                      360                               No                  N                                  156400
TN                       356                                      360                               No                  N                                   68400
TN                       357                                      360                               No                  N                                  102800
NJ                       356                                      360                               No                  N                                  212000
TN                       357                                      360                               No                  N                                   66000
PA                       356                                      360                               No                  N                                  132000
MD                       357                                      360                               No                  N                                  460000
VA                       357                                      360                               No                  N                                  110400
VA                       357                                      360                               No                  N                                  328000
FL                       358                                      360                               No                  N                                  260000
NJ                       358                                      360                               No                  N                                  417000
FL                       358                                      360                               No                  N                                  128000
FL                       358                                      360                               No                  N                                   63750
PA                       358                                      360                               No                  N                                  210350
NJ                       358                                      360                               No                  N                                  248000
FL                       358                                      360                               No                  N                                  161590
FL                       358                                      360                               No                  N                                  332000
DC                       358                                      360                               No                  N                                  303200
MA                       358                                      360                               No                  N                                  461600
CT                       358                                      360                               No                  N                                  299936
MD                       358                                      360                               No                  N                                  136000
MD                       358                                      360                               No                  N                                  277600
PA                       358                                      360                               No                  N                                  210350
NY                       358                                      360                               No                  N                                  504000
NY                       354                                      360                               No                  N                                   34000
FL                       354                                      360                               No                  N                                  132500
NY                       359                                      360                               No                  N                                  284250
NY                       357                                      360                               No                  N                                  392000
NY                       359                                      360                               No                  N                                  394250
NY                       359                                      360                               No                  N                                  600000
DC                       357                                      480                               Yes                 N                                  269500
MD                       358                                      360                               No                  N                                  239200
DC                       357                                      480                               Yes                 N                                  242750
MD                       358                                      360                               No                  N                                  138750
NC                       359                                      360                               No                  N                                  190400
NJ                       359                                      360                               No                  N                                  232000
NC                       360                                      360                               No                  N                                  550000
NJ                       358                                      360                               No                  N                                  173768
NJ                       359                                      360                               No                  N                                  260000
NJ                       359                                      360                               No                  N                                 1000000
NJ                       357                                      360                               No                  N                                  126000
NJ                       358                                      360                               No                  N                                  221250
NJ                       358                                      360                               No                  N                                  280000
NJ                       359                                      360                               No                  N                                  269500
FL                       358                                      360                               No                  N                                   74750
NJ                       359                                      360                               No                  N                                  213500
NJ                       359                                      360                               No                  N                                  307500
NJ                       356                                      360                               No                  N                                  332500
NY                       360                                      360                               No                  N                                  470000
NJ                       359                                      360                               No                  N                                  148000
NJ                       359                                      360                               No                  N                                  288000
MI                       356                                      360                               No                  N                                   62800
TX                       358                                      360                               No                  N                                   72450
FL                       358                                      360                               No                  N                                  131500
TX                       358                                      360                               No                  N                                   78200
FL                       359                                      360                               No                  N                                  204000
MI                       358                                      360                               No                  N                                   99400
CA                       359                                      360                               No                  N                                  487500
WA                       359                                      360                               No                  N                                  288800
TX                       359                                      360                               No                  N                                   59500
TX                       359                                      360                               No                  N                                   69900
CA                       359                                      360                               No                  N                                  382400
OR                       359                                      360                               No                  N                                  154800
FL                       359                                      360                               No                  N                                  116500
TX                       358                                      360                               No                  N                                   78000
TX                       359                                      360                               No                  N                                   65000
VA                       356                                      360                               No                  N                                  280000
TX                       359                                      360                               No                  N                                   66300
TX                       359                                      360                               No                  N                                   80750
TX                       359                                      360                               No                  N                                   82350
WA                       359                                      360                               No                  N                                  143500
TX                       359                                      360                               No                  N                                   55900
TX                       359                                      360                               No                  N                                   91000
FL                       358                                      360                               No                  N                                  100800
FL                       358                                      360                               No                  N                                  219192
NJ                       360                                      360                               No                  N                                  460000
NJ                       359                                      360                               No                  N                                  452000
NJ                       355                                      360                               No                  N                                  124000
NJ                       357                                      360                               No                  N                                  264000
CT                       354                                      360                               No                  N                                  158400
NJ                       359                                      360                               No                  N                                  283200
MA                       356                                      360                               No                  N                                  588000
NM                       359                                      360                               No                  N                                  208000
MI                       359                                      360                               No                  N                                  114800
CO                       359                                      360                               No                  N                                   89816
MN                       359                                      360                               No                  N                                  610000
LA                       357                                      360                               No                  N                                   76000
AL                       352                                      360                               No                  N                                 1000000
FL                       359                                      360                               No                  N                                  419250
FL                       359                                      360                               No                  N                                  176000
AL                       357                                      360                               No                  N                                  122800
TN                       357                                      360                               No                  N                                  160000
FL                       358                                      360                               No                  N                                  108000
FL                       358                                      360                               No                  N                                  164000
FL                       358                                      360                               No                  N                                  161000
MS                       358                                      360                               No                  N                                   45400
GA                       358                                      360                               No                  N                                  244000
FL                       357                                      360                               No                  N                                  627200
TN                       358                                      360                               No                  N                                  110530
AL                       358                                      360                               No                  N                                  192000
FL                       359                                      360                               No                  N                                  136000
FL                       358                                      360                               No                  N                                  552000
TN                       358                                      360                               No                  N                                  328000
FL                       358                                      360                               No                  N                                   70000
AL                       357                                      360                               No                  N                                   96000
FL                       358                                      360                               No                  N                                  234400
TN                       358                                      360                               No                  N                                   80000
FL                       358                                      360                               No                  N                                  108000
AL                       356                                      360                               No                  N                                   66400
MS                       359                                      360                               No                  N                                  121000
LA                       357                                      360                               No                  N                                  230000
TN                       356                                      360                               No                  N                                  158400
GA                       358                                      360                               No                  N                                  204508
TN                       358                                      360                               No                  N                                   94400
KY                       358                                      360                               No                  N                                   52875
TN                       358                                      360                               No                  N                                   76000
FL                       357                                      360                               No                  N                                  150000
GA                       357                                      360                               No                  N                                  100800
GA                       359                                      360                               No                  N                                  303000
GA                       358                                      360                               No                  N                                  151200
GA                       359                                      360                               No                  N                                  109200
AL                       359                                      360                               No                  N                                   84800
GA                       358                                      360                               No                  N                                  112000
GA                       358                                      360                               No                  N                                  111200
GA                       358                                      360                               No                  N                                  121600
GA                       359                                      360                               No                  N                                  192000
GA                       359                                      360                               No                  N                                   77250
GA                       359                                      360                               No                  N                                  158000
NC                       358                                      360                               No                  N                                  198500
GA                       359                                      480                               Yes                 N                                   78000
MO                       359                                      360                               No                  N                                   92720
GA                       357                                      360                               No                  N                                  408000
GA                       358                                      360                               No                  N                                   66400
TN                       359                                      360                               No                  N                                   74000
GA                       358                                      360                               No                  N                                  206250
NY                       359                                      360                               No                  N                                  775000
NJ                       359                                      480                               Yes                 N                                  210000
NJ                       359                                      360                               No                  N                                  304500
PA                       359                                      360                               No                  N                                   42600
PA                       358                                      360                               No                  N                                  108750
NY                       357                                      360                               No                  N                                  212000
PA                       358                                      360                               No                  N                                  340000
NJ                       358                                      360                               No                  N                                  240000
PA                       357                                      360                               No                  N                                  103930
PA                       358                                      360                               No                  N                                   99920
NJ                       359                                      360                               No                  N                                  297500
CT                       359                                      360                               No                  N                                  255550
CT                       357                                      360                               No                  N                                  380000
FL                       359                                      360                               No                  N                                  168000
FL                       359                                      360                               No                  N                                  168000
NY                       357                                      360                               No                  N                                  750000
NY                       358                                      360                               No                  N                                  695000
NY                       359                                      360                               No                  N                                  880000
NY                       359                                      360                               No                  N                                  615000
NY                       358                                      360                               No                  N                                  280000
NY                       359                                      360                               No                  N                                 1500000
FL                       359                                      360                               No                  N                                  110000
CT                       359                                      360                               No                  N                                  877500
FL                       359                                      360                               No                  N                                  168000
IL                       358                                      360                               No                  N                                  169600
NJ                       359                                      360                               No                  N                                   60000
PA                       358                                      360                               No                  N                                  133500
NJ                       359                                      360                               No                  N                                   63750
NJ                       359                                      360                               No                  N                                   52500
NJ                       359                                      360                               No                  N                                   56250
NJ                       359                                      360                               No                  N                                   48750
AZ                       358                                      360                               No                  N                                  115700
AZ                       358                                      360                               No                  N                                  264000
TX                       358                                      360                               No                  N                                   91600
CO                       359                                      360                               No                  N                                  212000
AZ                       359                                      360                               No                  N                                  288000
AZ                       359                                      360                               No                  N                                   94500
AZ                       359                                      360                               No                  N                                  128000
CA                       358                                      480                               Yes                 N                                  202000
AR                       359                                      360                               No                  N                                   58000
TX                       359                                      360                               No                  N                                  240000
TX                       359                                      360                               No                  N                                   60000
TX                       359                                      360                               No                  N                                  131200
TX                       358                                      360                               No                  N                                  120700
TX                       358                                      360                               No                  N                                   52000
TX                       360                                      360                               No                  N                                  650000
TX                       359                                      360                               No                  N                                  158800
TX                       359                                      360                               No                  N                                  134000
TX                       359                                      360                               No                  N                                   55200
CA                       359                                      360                               No                  N                                  539500
TX                       358                                      360                               No                  N                                  245000
CO                       358                                      480                               Yes                 N                                  233600
TX                       359                                      360                               No                  N                                   75000
GA                       358                                      480                               Yes                 N                                  107100
NC                       358                                      360                               No                  N                                  188000
MI                       358                                      360                               No                  N                                  203680
NJ                       358                                      360                               No                  N                                  196000
MN                       359                                      360                               No                  N                                  208000
NJ                       359                                      360                               No                  N                                  151200
NJ                       359                                      360                               No                  N                                  115000
MD                       358                                      360                               No                  N                                  402500
NV                       358                                      360                               No                  N                                  276200
GA                       358                                      360                               No                  N                                  108000
DC                       358                                      360                               No                  N                                  195000
FL                       358                                      360                               No                  N                                  328000
CA                       359                                      360                               No                  N                                  264000
CA                       359                                      360                               No                  N                                  436800
TX                       358                                      360                               No                  N                                  140080
NY                       358                                      360                               No                  N                                  600000
MD                       359                                      360                               No                  N                                  962000
TX                       358                                      360                               No                  N                                   90400
AZ                       358                                      360                               No                  N                                  320000
NH                       359                                      360                               No                  N                                  171000
MN                       359                                      360                               No                  N                                  179200
CA                       359                                      360                               No                  N                                  500000
CA                       358                                      360                               No                  N                                  280000
GA                       358                                      360                               No                  N                                  134000
GA                       359                                      360                               No                  N                                  148312
TX                       358                                      360                               No                  N                                   94016
AZ                       358                                      360                               No                  N                                  240000
NC                       359                                      360                               No                  N                                 97963.6
TX                       358                                      360                               No                  N                                   80752
WA                       358                                      360                               No                  N                                  268300
TX                       358                                      360                               No                  N                                  133250
CA                       358                                      360                               No                  N                                  175200
FL                       359                                      360                               No                  N                                  146250
TX                       359                                      360                               No                  N                                  265500
CA                       358                                      360                               No                  N                                  358211
NJ                       358                                      360                               No                  N                                  440000
TX                       358                                      360                               No                  N                                   63917
NJ                       359                                      360                               No                  N                                  525000
AZ                       359                                      360                               No                  N                                  178400
AZ                       358                                      360                               No                  N                                  235000
NJ                       358                                      360                               No                  N                                  139920
AZ                       358                                      360                               No                  N                                  556100
FL                       359                                      360                               No                  N                                  208000
FL                       359                                      360                               No                  N                                  221000
AZ                       358                                      360                               No                  N                                  496000
NY                       358                                      360                               No                  N                                  400000
GA                       358                                      360                               No                  N                                  122400
CA                       358                                      360                               No                  N                                  421000
NJ                       359                                      360                               No                  N                                  138750
CA                       359                                      360                               No                  N                                  172000
VA                       359                                      360                               No                  N                                  312000
CT                       359                                      360                               No                  N                                  185000
PA                       359                                      360                               No                  N                                  187000
DE                       358                                      360                               No                  N                                  126750
WA                       358                                      360                               No                  N                                  391000
MD                       358                                      360                               No                  N                                   77000
NJ                       359                                      360                               No                  N                                  750000
VA                       359                                      360                               No                  N                                  452700
FL                       359                                      360                               No                  N                                  221000
MD                       358                                      360                               No                  N                                  376000
TX                       358                                      360                               No                  N                                   58000
CA                       358                                      360                               No                  N                                  580000
VA                       359                                      360                               No                  N                                  353100
AZ                       359                                      360                               No                  N                                  265000
MN                       359                                      360                               No                  N                                  214400
CA                       359                                      360                               No                  N                                  613500
CA                       359                                      360                               No                  N                                  877500
NJ                       358                                      360                               No                  N                                   90400
MN                       359                                      360                               No                  N                                  142000
TX                       358                                      360                               No                  N                                  139090
NJ                       358                                      360                               No                  N                                  252000
MD                       358                                      360                               No                  N                                  180000
TX                       359                                      360                               No                  N                                  109200
TX                       359                                      360                               No                  N                                  108972
PA                       358                                      360                               No                  N                                  192000
AZ                       358                                      360                               No                  N                                  168000
TX                       359                                      360                               No                  N                                  194250
CA                       359                                      360                               No                  N                                  500000
TX                       358                                      360                               No                  N                                   64000
CA                       358                                      360                               No                  N                                  260100
CA                       358                                      360                               No                  N                                  257524
NJ                       358                                      360                               No                  N                                  375000
CA                       357                                      480                               Yes                 N                                  417000
TX                       358                                      360                               No                  N                                  195200
TX                       358                                      360                               No                  N                                  148856
TX                       358                                      360                               No                  N                                  203200
MN                       357                                      360                               No                  N                                  180000
GA                       357                                      360                               No                  N                                  114800
TX                       358                                      360                               No                  N                                  116880
FL                       357                                      360                               No                  N                                  191350
MA                       358                                      360                               No                  N                                  160000
TX                       359                                      360                               No                  N                                  200000
TX                       358                                      360                               No                  N                                  208000
TX                       358                                      360                               No                  N                                   81600
FL                       357                                      360                               No                  N                                   55500
IL                       358                                      360                               No                  N                                  202230
GA                       358                                      360                               No                  N                                  114040
IL                       358                                      360                               No                  N                                   87500
TX                       358                                      360                               No                  N                                  183992
TX                       358                                      360                               No                  N                                  108750
TX                       357                                      360                               No                  N                                  176000
TX                       358                                      360                               No                  N                                  112500
MA                       358                                      360                               No                  N                                   98000
SC                       358                                      360                               No                  N                                  164000
OH                       357                                      360                               No                  N                                   44000
TX                       358                                      360                               No                  N                                  217190
NC                       357                                      360                               No                  N                                   81360
IN                       358                                      360                               No                  N                                  340800
VA                       358                                      360                               No                  N                                  201600
IL                       357                                      360                               No                  N                                  112000
IL                       357                                      360                               No                  N                                  376000
TX                       358                                      360                               No                  N                                  101250
TX                       358                                      360                               No                  N                                   96000
OK                       358                                      360                               No                  N                                  141600
TX                       357                                      360                               No                  N                                   81373
TX                       358                                      360                               No                  N                                   54400
TX                       358                                      360                               No                  N                                  129608
TX                       358                                      360                               No                  N                                  146294
GA                       358                                      360                               No                  N                                   88000
TX                       358                                      360                               No                  N                                  150100
AZ                       356                                      360                               No                  N                                  172000
TX                       358                                      360                               No                  N                                   50400
TX                       358                                      360                               No                  N                                   55000
TX                       357                                      360                               No                  N                                   97824
TX                       358                                      360                               No                  N                                   54000
TX                       357                                      360                               No                  N                                   92692
TX                       357                                      360                               No                  N                                  189700
FL                       358                                      360                               No                  N                                  109550
TX                       358                                      360                               No                  N                                  206218
LA                       349                                      360                               No                  N                                  224000
TX                       358                                      360                               No                  N                                  130090
TX                       357                                      360                               No                  N                                  313600
IL                       358                                      360                               No                  N                                  295400
MN                       358                                      360                               No                  N                                  272000
MN                       358                                      360                               No                  N                                  110000
NJ                       357                                      360                               No                  N                                  130000
TX                       358                                      360                               No                  N                                   46800
TX                       358                                      360                               No                  N                                  146644
TX                       357                                      360                               No                  N                                   78000
TX                       358                                      360                               No                  N                                   95920
CA                       359                                      360                               No                  N                                  500000
NC                       358                                      360                               No                  N                                  138320
FL                       359                                      360                               No                  N                                  239868
MS                       359                                      480                               Yes                 N                                  182000
UT                       360                                      360                               No                  N                                 1920750
FL                       358                                      360                               No                  N                                   85000
GA                       359                                      480                               Yes                 N                                  142268
MD                       357                                      360                               No                  N                                   85000
MD                       359                                      360                               No                  N                                  768000
PA                       357                                      360                               No                  N                                   96600
MA                       359                                      360                               No                  N                                  145600
FL                       358                                      360                               No                  N                                  142000
CA                       359                                      360                               No                  N                                  445000
SC                       359                                      360                               No                  N                                   67240
TX                       359                                      360                               No                  N                                   84000
SC                       359                                      360                               No                  N                                   67240
GA                       358                                      360                               No                  N                                  160000
OR                       358                                      360                               No                  N                                  135000
WA                       359                                      360                               No                  N                                  161520
WA                       359                                      360                               No                  N                                  161520
CA                       358                                      360                               No                  N                                  555500
MD                       359                                      360                               No                  N                                  268000
CO                       359                                      360                               No                  N                                  112000
OR                       358                                      360                               No                  N                                   85000
AZ                       358                                      360                               No                  N                                  198800
TX                       359                                      360                               No                  N                                  258875
TN                       359                                      360                               No                  N                                   54200
NV                       359                                      360                               No                  N                                  186400
AZ                       359                                      360                               No                  N                                  220000
KY                       358                                      360                               No                  N                                  166720
NJ                       358                                      360                               No                  N                                  320000
RI                       358                                      480                               Yes                 N                                   77000
GA                       359                                      360                               No                  N                                   76800
CA                       358                                      360                               No                  N                                  455000
KY                       358                                      360                               No                  N                                   80000
CA                       359                                      360                               No                  N                                  341200
MD                       360                                      360                               No                  N                                  425600
CA                       358                                      360                               No                  N                                  292000
FL                       358                                      360                               No                  N                                   80500
CA                       358                                      360                               No                  N                                  529000
FL                       358                                      360                               No                  N                                  168000
OR                       359                                      360                               No                  N                                  287920
AZ                       359                                      360                               No                  N                                  269500
SC                       359                                      360                               No                  N                                   46800
FL                       358                                      360                               No                  N                                  116000
WA                       358                                      360                               No                  N                                  109600
GA                       359                                      360                               No                  N                                  106400
CA                       359                                      480                               Yes                 N                                  398000
TX                       358                                      360                               No                  N                                   84400
CA                       359                                      360                               No                  N                                  499200
CA                       359                                      360                               No                  N                                  365000
CA                       359                                      480                               Yes                 N                                  215800
MD                       359                                      360                               No                  N                                  310400
OR                       359                                      360                               No                  N                                   81750
CA                       359                                      360                               No                  N                                  500000
CA                       358                                      360                               No                  N                                  308000
WA                       357                                      360                               No                  N                                   96000
CA                       359                                      360                               No                  N                                  192000
FL                       358                                      360                               No                  N                                  116000
FL                       359                                      360                               No                  N                                  320000
TX                       358                                      360                               No                  N                                  151920
AZ                       359                                      360                               No                  N                                  184000
FL                       359                                      360                               No                  N                                  106000
CA                       359                                      360                               No                  N                                  247200
TN                       359                                      360                               No                  N                                   63750
SC                       358                                      360                               No                  N                                  134000
CA                       358                                      360                               No                  N                                  487500
CA                       359                                      360                               No                  N                                  485000
SC                       358                                      360                               No                  N                                  168000
AZ                       358                                      360                               No                  N                                  417000
CA                       358                                      360                               No                  N                                  380000
CA                       358                                      360                               No                  N                                  510000
FL                       358                                      360                               No                  N                                  570000
FL                       358                                      360                               No                  N                                  172000
TX                       359                                      360                               No                  N                                  148400
ID                       359                                      360                               No                  N                                  148000
CA                       359                                      360                               No                  N                                  616000
FL                       359                                      360                               No                  N                                  260000
MD                       358                                      360                               No                  N                                  288000
KY                       358                                      360                               No                  N                                   89600
IN                       359                                      360                               No                  N                                   63750
OH                       358                                      360                               No                  N                                   75920
IN                       358                                      360                               No                  N                                   70500
KY                       358                                      360                               No                  N                                  116000
KY                       358                                      360                               No                  N                                   80000
IN                       358                                      360                               No                  N                                   68000
OH                       358                                      360                               No                  N                                  268000
TN                       358                                      360                               No                  N                                  181900
TN                       358                                      360                               No                  N                                  168750
IN                       359                                      360                               No                  N                                  159600
KY                       358                                      360                               No                  N                                  154400
KY                       358                                      360                               No                  N                                   72680
TN                       358                                      360                               No                  N                                  160000
FL                       358                                      360                               No                  N                                  134800
KY                       358                                      360                               No                  N                                   72800
IN                       358                                      360                               No                  N                                   69300
OH                       358                                      360                               No                  N                                  141600
KY                       359                                      360                               No                  N                                  119900
IN                       359                                      360                               No                  N                                  104999
IN                       358                                      360                               No                  N                                   54652
OH                       359                                      360                               No                  N                                   76000
IN                       359                                      360                               No                  N                                   98400
IN                       359                                      360                               No                  N                                   62400
IN                       358                                      360                               No                  N                                  176000
IN                       358                                      360                               No                  N                                   66400
KY                       359                                      360                               No                  N                                   58400
IN                       359                                      360                               No                  N                                   71250
KY                       360                                      360                               No                  N                                  124000
IN                       358                                      360                               No                  N                                   66400
KY                       360                                      360                               No                  N                                   91600
KY                       358                                      360                               No                  N                                  110320
OH                       359                                      360                               No                  N                                   99200
IN                       359                                      360                               No                  N                                   63750
IN                       358                                      360                               No                  N                                  164000
IN                       358                                      360                               No                  N                                  248000
KY                       359                                      360                               No                  N                                   98320
WY                       358                                      360                               No                  N                                  132000
HI                       356                                      480                               Yes                 N                                  183750
CO                       359                                      360                               No                  N                                  146400
CA                       358                                      360                               No                  N                                  184000
WI                       359                                      360                               No                  N                                  148400
WI                       358                                      360                               No                  N                                   88000
CO                       357                                      360                               No                  N                                  144800
CO                       358                                      360                               No                  N                                  395500
WY                       359                                      360                               No                  N                                  541600
VA                       358                                      360                               No                  N                                  312000
VA                       358                                      360                               No                  N                                  441500
FL                       359                                      360                               No                  N                                  580000
NJ                       346                                      360                               No                  N                                  161598
VA                       358                                      360                               No                  N                                  479750
VA                       359                                      360                               No                  N                                  124000
VA                       359                                      360                               No                  N                                  428000
TX                       358                                      360                               No                  N                                  164000
HI                       360                                      360                               No                  N                                  468000
NE                       357                                      360                               No                  N                                  106300
OK                       359                                      360                               No                  N                                  133500
TX                       359                                      360                               No                  N                                  133196
OK                       359                                      360                               No                  N                                  133500
SC                       358                                      360                               No                  N                                   64500
SC                       359                                      360                               No                  N                                   51920
SC                       359                                      360                               No                  N                                   96800
AZ                       359                                      360                               No                  N                                  417000
SC                       358                                      360                               No                  N                                  213750
SC                       358                                      360                               No                  N                                   60075
AZ                       358                                      360                               No                  N                                   95000
TX                       358                                      360                               No                  N                                   60200
AZ                       358                                      360                               No                  N                                  269719
AZ                       359                                      360                               No                  N                                  102000
IN                       358                                      360                               No                  N                                  120800
AZ                       358                                      360                               No                  N                                   95000
AZ                       357                                      360                               No                  N                                  180000
MO                       357                                      360                               No                  N                                  146400
AZ                       358                                      360                               No                  N                                  206463
TN                       359                                      360                               No                  N                                   60000
IL                       359                                      360                               No                  N                                   59500
AZ                       359                                      360                               No                  N                                  141600
MO                       358                                      360                               No                  N                                  180800
TX                       357                                      360                               No                  N                                  163880
AZ                       355                                      360                               No                  N                                  169080
AZ                       359                                      360                               No                  N                                  148000
IL                       359                                      480                               Yes                 N                                  136500
TX                       359                                      360                               No                  N                                   89200
AZ                       358                                      360                               No                  N                                  135000
AZ                       359                                      360                               No                  N                                  228000
TX                       358                                      360                               No                  N                                  107920
IA                       359                                      360                               No                  N                                   78016
AZ                       359                                      360                               No                  N                                  204000
MO                       358                                      360                               No                  N                                   82400
TX                       358                                      360                               No                  N                                   84000
TX                       359                                      360                               No                  N                                  140800
TX                       358                                      360                               No                  N                                   40000
TX                       357                                      360                               No                  N                                   74313
TX                       357                                      360                               No                  N                                   74313
CO                       357                                      360                               No                  N                                  115200
TX                       356                                      360                               No                  N                                   76000
TX                       357                                      360                               No                  N                                  108220
TX                       358                                      360                               No                  N                                   82472
TX                       357                                      360                               No                  N                                   74313
CO                       357                                      360                               No                  N                                  115200
TX                       358                                      360                               No                  N                                   91200
TX                       356                                      360                               No                  N                                   86392
TX                       358                                      360                               No                  N                                   80672
TX                       357                                      360                               No                  N                                  120008
TX                       357                                      360                               No                  N                                   74313
TX                       357                                      360                               No                  N                                   74313
CO                       357                                      360                               No                  N                                  198300
TX                       359                                      360                               No                  N                                   67200
TX                       358                                      360                               No                  N                                   75806
TX                       358                                      360                               No                  N                                  192400
TX                       356                                      360                               No                  N                                   89592
TX                       359                                      360                               No                  N                                   81026
TX                       357                                      360                               No                  N                                   74313
TX                       359                                      360                               No                  N                                  198400
TX                       359                                      360                               No                  N                                  388089
TX                       357                                      360                               No                  N                                   66800
TX                       358                                      360                               No                  N                                  176000
TX                       359                                      360                               No                  N                                  157550
AZ                       359                                      360                               No                  N                                 1330000
FL                       358                                      360                               No                  N                                  199012
FL                       357                                      360                               No                  N                                  172800
FL                       359                                      360                               No                  N                                  316573
NC                       358                                      360                               No                  N                                   83192
FL                       359                                      360                               No                  N                                  140000
NC                       359                                      360                               No                  N                                   83192
NC                       358                                      360                               No                  N                                   81592
FL                       349                                      360                               No                  N                                  120000
FL                       357                                      360                               No                  N                                  110800
CA                       239                                      240                               No                  N                                  260000
CA                       359                                      360                               No                  N                                  190000
CA                       359                                      360                               No                  N                                  404000
CA                       359                                      360                               No                  N                                  208000
CA                       358                                      360                               No                  N                                  116000
CA                       357                                      360                               No                  N                                  388320
AZ                       359                                      360                               No                  N                                  399950
CA                       358                                      360                               No                  N                                  997100
CA                       359                                      360                               No                  N                                  499450
NV                       359                                      360                               No                  N                                  224300
CA                       357                                      480                               Yes                 N                                  250000
FL                       359                                      360                               No                  N                                  224000
OH                       359                                      360                               No                  N                                  297275
NY                       352                                      360                               No                  N                                  235000
TX                       356                                      360                               No                  N                                   67350
NY                       353                                      360                               No                  N                                  208000
FL                       357                                      360                               No                  N                                  500000
MA                       358                                      360                               No                  N                                  394700
PA                       358                                      360                               No                  N                                   46560
CT                       358                                      360                               No                  N                                  164000
NJ                       358                                      360                               No                  N                                  120000
NY                       358                                      360                               No                  N                                  192000
CT                       359                                      360                               No                  N                                  300000
NY                       358                                      480                               Yes                 N                                  243750
PA                       359                                      360                               No                  N                                   67500
NY                       359                                      360                               No                  N                                   58100
MA                       358                                      360                               No                  N                                  237930
CT                       358                                      360                               No                  N                                   58030
CT                       359                                      360                               No                  N                                  363000
TX                       359                                      360                               No                  N                                  107024
OK                       357                                      360                               No                  N                                   80000
TX                       358                                      360                               No                  N                                   88000
OK                       358                                      360                               No                  N                                  126400
OK                       357                                      360                               No                  N                                   67200
MD                       358                                      360                               No                  N                                  225000
MD                       359                                      360                               No                  N                                  280000
NC                       359                                      360                               No                  N                                  140700
MD                       357                                      360                               No                  N                                 1172500
NC                       359                                      360                               No                  N                                  167900
MD                       359                                      360                               No                  N                                  344000
MD                       358                                      360                               No                  N                                  268100
MD                       358                                      360                               No                  N                                  160500
NC                       358                                      360                               No                  N                                  178450
MD                       358                                      360                               No                  N                                   50400
VA                       359                                      360                               No                  N                                  386400
MD                       358                                      360                               No                  N                                  240000
MD                       358                                      360                               No                  N                                   64050
MD                       358                                      360                               No                  N                                   50400
MD                       357                                      360                               No                  N                                   96800
MD                       359                                      360                               No                  N                                  176000
NC                       359                                      360                               No                  N                                  357000
VA                       359                                      360                               No                  N                                  260000
VA                       358                                      360                               No                  N                                  994000
MA                       359                                      360                               No                  N                                  204000
VA                       359                                      360                               No                  N                                  211200
MD                       359                                      360                               No                  N                                  224000
MD                       358                                      360                               No                  N                                  140080
NJ                       358                                      360                               No                  N                                  367250
MD                       358                                      360                               No                  N                                  268000
CT                       359                                      360                               No                  N                                  152000
RI                       357                                      480                               Yes                 N                                  236000
MA                       359                                      360                               No                  N                                  250000
MA                       358                                      360                               No                  N                                  288000
NH                       358                                      360                               No                  N                                  167920
MD                       359                                      360                               No                  N                                  140000
MA                       358                                      360                               No                  N                                  296000
VA                       359                                      360                               No                  N                                  188000
MA                       358                                      360                               No                  N                                  300000
RI                       358                                      360                               No                  N                                  180000
MD                       358                                      360                               No                  N                                  890000
FL                       358                                      360                               No                  N                                   60000
FL                       359                                      360                               No                  N                                  173875
VA                       359                                      360                               No                  N                                  324000
MD                       358                                      360                               No                  N                                  378750
MD                       357                                      360                               No                  N                                  299500
VA                       358                                      360                               No                  N                                   70500
FL                       358                                      360                               No                  N                                  472000
AZ                       359                                      360                               No                  N                                  164500
VA                       357                                      360                               No                  N                                  295950
MD                       357                                      360                               No                  N                                  178650
NC                       358                                      360                               No                  N                                   96000
FL                       359                                      360                               No                  N                                  132000
MA                       356                                      360                               No                  N                                  206250
IL                       359                                      360                               No                  N                                  100100
NM                       359                                      360                               No                  N                                  112550
AL                       359                                      360                               No                  N                                  105000
VA                       358                                      360                               No                  N                                  349700
NM                       359                                      360                               No                  N                                  113200
GA                       357                                      360                               No                  N                                  202500
AL                       359                                      360                               No                  N                                  105000
MD                       359                                      360                               No                  N                                  792000
AZ                       355                                      360                               No                  N                                  309550
CA                       357                                      360                               No                  N                                  574000
TX                       357                                      360                               No                  N                                   98200
MA                       355                                      360                               No                  N                                  176500
FL                       355                                      360                               No                  N                                  216000
NV                       356                                      360                               No                  N                                  276000
TX                       357                                      360                               No                  N                                   54800
KS                       355                                      360                               No                  N                                   50400
WI                       356                                      360                               No                  N                                  126400
UT                       357                                      360                               No                  N                                  357750
CO                       357                                      360                               No                  N                                  196720
MO                       357                                      360                               No                  N                                  140400
TX                       354                                      360                               No                  N                                   64000
NH                       358                                      360                               No                  N                                  296000
IL                       356                                      360                               No                  N                                  188000
PA                       357                                      360                               No                  N                                   94400
TX                       358                                      360                               No                  N                                  174800
VA                       357                                      360                               No                  N                                  161600
MI                       356                                      360                               No                  N                                   66800
OH                       356                                      360                               No                  N                                  108000
OR                       357                                      360                               No                  N                                  202050
NM                       355                                      360                               No                  N                                  159000
WI                       356                                      360                               No                  N                                  126400
FL                       359                                      360                               No                  N                                  143200
MD                       357                                      360                               No                  N                                  344000
AZ                       358                                      360                               No                  N                                  144000
MD                       359                                      360                               No                  N                                  217600
CA                       359                                      360                               No                  N                                  540000
MD                       358                                      360                               No                  N                                  432000
NV                       358                                      360                               No                  N                                  650000
NC                       357                                      360                               No                  N                                  226400
HI                       358                                      360                               No                  N                                  232800
WA                       358                                      360                               No                  N                                  600000
AZ                       357                                      360                               No                  N                                  269750
NJ                       359                                      360                               No                  N                                  171925
NJ                       359                                      360                               No                  N                                  376000
MD                       359                                      360                               No                  N                                  320000
MD                       359                                      360                               No                  N                                  271500
NJ                       360                                      360                               No                  N                                  348000
FL                       360                                      360                               No                  N                                  108000
NJ                       358                                      360                               No                  N                                  172800
NY                       358                                      360                               No                  N                                  360000
FL                       359                                      360                               No                  N                                  201600
MD                       358                                      360                               No                  N                               254966.25
NJ                       357                                      360                               No                  N                                  312000
MD                       359                                      360                               No                  N                                  303920
GA                       357                                      360                               No                  N                                  100425
GA                       358                                      480                               Yes                 N                                  102750
GA                       356                                      480                               Yes                 N                                  156000
CA                       357                                      360                               No                  N                                  457000
IN                       359                                      360                               No                  N                                  169640
NY                       357                                      360                               No                  N                                  381500
FL                       358                                      360                               No                  N                                  115750
NJ                       358                                      360                               No                  N                                  255000
NY                       357                                      360                               No                  N                                  540000
NJ                       357                                      360                               No                  N                                  320000
CA                       359                                      360                               No                  N                                  120000
PA                       357                                      480                               Yes                 N                                  164100
PA                       357                                      480                               Yes                 N                                  216000
PA                       357                                      480                               Yes                 N                                  185000
AZ                       359                                      360                               No                  N                                  199200
CA                       360                                      360                               No                  N                                  468000
MO                       355                                      360                               No                  N                                  101250
NY                       358                                      360                               No                  N                                  232800
MA                       359                                      360                               No                  N                                  313600
NY                       359                                      360                               No                  N                                  341600
CO                       359                                      360                               No                  N                                  202400
VA                       360                                      360                               No                  N                                  624000
CO                       359                                      360                               No                  N                                  152000
MD                       359                                      360                               No                  N                                  670400
KY                       359                                      360                               No                  N                                  101500
OH                       359                                      360                               No                  N                                   99900
AZ                       359                                      360                               No                  N                                  247200
AZ                       359                                      360                               No                  N                                  384000
AZ                       359                                      360                               No                  N                                  164764
KS                       358                                      360                               No                  N                                  109900
FL                       358                                      360                               No                  N                                  301600
FL                       359                                      360                               No                  N                                 1750000
FL                       358                                      360                               No                  N                                  268000
FL                       358                                      360                               No                  N                                  272000
FL                       359                                      360                               No                  N                                  117600
FL                       355                                      360                               No                  N                                   68437
AL                       358                                      360                               No                  N                                   94800
SC                       359                                      360                               No                  N                                   64500
SC                       358                                      360                               No                  N                                  279920
FL                       358                                      360                               No                  N                                  354440
GA                       358                                      360                               No                  N                                   85000
SC                       359                                      360                               No                  N                                   50300
GA                       358                                      360                               No                  N                                  125520
SC                       358                                      360                               No                  N                                  147120
FL                       358                                      360                               No                  N                                  123175
GA                       359                                      360                               No                  N                                   93112
GA                       357                                      360                               No                  N                                  335000
SC                       359                                      360                               No                  N                                   48410
GA                       359                                      360                               No                  N                                  161250
SC                       359                                      360                               No                  N                                   84000
FL                       359                                      360                               No                  N                                  259000
SC                       359                                      360                               No                  N                                  112000
SC                       359                                      360                               No                  N                                  107200
SC                       358                                      360                               No                  N                                  132000
SC                       359                                      360                               No                  N                                   50250
GA                       359                                      360                               No                  N                                   70400
SC                       358                                      360                               No                  N                                   53000
SC                       359                                      360                               No                  N                                  132000
SC                       359                                      360                               No                  N                                  101250
SC                       359                                      360                               No                  N                                   58500
SC                       358                                      360                               No                  N                                   66400
AZ                       356                                      360                               No                  N                                  260260
TX                       359                                      480                               Yes                 N                                  139256
MD                       357                                      360                               No                  N                                  415750
UT                       357                                      360                               No                  N                                  219827
NV                       358                                      360                               No                  N                                  201592
FL                       358                                      360                               No                  N                                  180000
GA                       358                                      360                               No                  N                                   88000
GA                       356                                      360                               No                  N                                  112000
NC                       356                                      360                               No                  N                                  180000
GA                       358                                      360                               No                  N                                  153200
GA                       358                                      360                               No                  N                                  165500
NC                       359                                      360                               No                  N                                  112500
FL                       360                                      360                               No                  N                                  485000
NC                       358                                      360                               No                  N                                  113300
NC                       358                                      360                               No                  N                                   83250
NC                       359                                      360                               No                  N                                  117600
GA                       357                                      360                               No                  N                                   64750
FL                       357                                      360                               No                  N                                  176000
GA                       358                                      360                               No                  N                                  373500
FL                       358                                      360                               No                  N                                  316000
GA                       358                                      360                               No                  N                                  180000
GA                       358                                      360                               No                  N                                  120000
GA                       358                                      360                               No                  N                                   92900
FL                       358                                      360                               No                  N                                  132150
FL                       359                                      360                               No                  N                                  286850
GA                       358                                      360                               No                  N                                  128000
SC                       359                                      360                               No                  N                                  126350
GA                       359                                      360                               No                  N                                  594000
NC                       357                                      360                               No                  N                                  329600
GA                       359                                      360                               No                  N                                  105000
GA                       358                                      360                               No                  N                                  125500
FL                       359                                      360                               No                  N                                  516000
GA                       357                                      360                               No                  N                                  401250
GA                       359                                      360                               No                  N                                  376000
FL                       358                                      360                               No                  N                                  152000
GA                       358                                      360                               No                  N                                  236300
GA                       357                                      360                               No                  N                                   69200
GA                       358                                      360                               No                  N                                  182850
GA                       358                                      360                               No                  N                                  268000
GA                       359                                      360                               No                  N                                   92750
FL                       360                                      360                               No                  N                                  728000
GA                       359                                      360                               No                  N                                  116000
FL                       358                                      360                               No                  N                                 1218000
GA                       357                                      360                               No                  N                                  480000
NC                       358                                      360                               No                  N                                  174400
FL                       359                                      360                               No                  N                                  550000
NC                       358                                      360                               No                  N                                   92650
GA                       358                                      360                               No                  N                                  166750
FL                       356                                      360                               No                  N                                  158400
GA                       359                                      360                               No                  N                                  720000
FL                       359                                      360                               No                  N                                  196650
NY                       359                                      360                               No                  N                                  296000
VA                       359                                      360                               No                  N                                  205600
FL                       359                                      360                               No                  N                                  408000
FL                       357                                      360                               No                  N                                  135000
CA                       359                                      360                               No                  N                                  165000
CA                       358                                      360                               No                  N                                  480000
FL                       355                                      360                               No                  N                                  533850
NY                       359                                      360                               No                  N                                 1725500
IN                       359                                      360                               No                  N                                   98000
OH                       350                                      360                               No                  N                                  162500
IN                       359                                      360                               No                  N                                   90800
OH                       357                                      360                               No                  N                                  462000
IN                       359                                      360                               No                  N                                   98000
IN                       359                                      360                               No                  N                                   90800
IN                       359                                      360                               No                  N                                   98000
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                   98000
IN                       359                                      360                               No                  N                                  108185
OH                       353                                      360                               No                  N                                  520000
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                   90800
IN                       359                                      360                               No                  N                                   98000
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                  108185
IN                       359                                      360                               No                  N                                   90800
OH                       351                                      360                               No                  N                                  159250
IN                       359                                      360                               No                  N                                  108185
UT                       359                                      360                               No                  N                                  162750
UT                       359                                      360                               No                  N                                   80560
UT                       358                                      360                               No                  N                                   92950
UT                       358                                      360                               No                  N                                  291800
FL                       357                                      360                               No                  N                                  116000
MN                       359                                      360                               No                  N                                  113750
TX                       359                                      360                               No                  N                                  110265
TX                       359                                      360                               No                  N                                   86410
TX                       359                                      360                               No                  N                                   98800
TX                       359                                      360                               No                  N                                   82318
TN                       359                                      360                               No                  N                                  111300
TX                       359                                      360                               No                  N                                  165560
CA                       358                                      360                               No                  N                                  330000
TX                       359                                      360                               No                  N                                  172500
TX                       359                                      360                               No                  N                                   92000
MN                       359                                      360                               No                  N                                  176250
TX                       359                                      360                               No                  N                                   70850
AL                       358                                      360                               No                  N                                  112500
TX                       359                                      360                               No                  N                                   58560
TX                       359                                      360                               No                  N                                   55650
TX                       358                                      360                               No                  N                                  143950
CA                       358                                      360                               No                  N                                  163000
WA                       358                                      360                               No                  N                                  104000
NV                       359                                      360                               No                  N                                  127500
AZ                       359                                      360                               No                  N                                  169200
SC                       357                                      360                               No                  N                                 1120000
GA                       357                                      360                               No                  N                                 1000000
IL                       358                                      360                               No                  N                                  234000
WI                       358                                      360                               No                  N                                  162000
MN                       358                                      360                               No                  N                                  621600
WA                       359                                      360                               No                  N                                  105600
GA                       358                                      360                               No                  N                                  126400
TX                       358                                      360                               No                  N                                   84903
IL                       359                                      360                               No                  N                                  177700
WA                       358                                      360                               No                  N                                   71600
TX                       358                                      360                               No                  N                                  102300
TX                       357                                      360                               No                  N                                  200750
TX                       358                                      360                               No                  N                                   72000
WA                       359                                      360                               No                  N                                  167452
FL                       359                                      360                               No                  N                                  184364
WA                       359                                      360                               No                  N                                  102760
IL                       359                                      360                               No                  N                                  132900
TX                       359                                      360                               No                  N                                  134400
CO                       359                                      360                               No                  N                                  100909
WI                       359                                      360                               No                  N                                   94400
AZ                       360                                      360                               No                  N                                  222000
GA                       358                                      360                               No                  N                                   72000
MN                       359                                      360                               No                  N                                  101600
MN                       358                                      360                               No                  N                                  154320
MN                       358                                      360                               No                  N                                  156000
FL                       359                                      360                               No                  N                                   87500
MO                       357                                      360                               No                  N                                   88000
MN                       359                                      360                               No                  N                                  209600
MN                       359                                      360                               No                  N                                  224000
IL                       357                                      360                               No                  N                                  256500
MD                       358                                      360                               No                  N                                  236000
TX                       359                                      360                               No                  N                                  118800
TX                       358                                      360                               No                  N                                   89600
TX                       358                                      360                               No                  N                                   49200
TX                       358                                      360                               No                  N                                   74456
TX                       359                                      360                               No                  N                                  111920
FL                       359                                      360                               No                  N                                   69500
MD                       359                                      360                               No                  N                                   68250
TX                       358                                      360                               No                  N                                  127920
TX                       359                                      360                               No                  N                                  381600
TX                       357                                      360                               No                  N                                  107920
TX                       359                                      360                               No                  N                                  248500
TX                       359                                      360                               No                  N                                   64000
TX                       357                                      360                               No                  N                                   81200
TX                       359                                      360                               No                  N                                   60000
TX                       359                                      360                               No                  N                                  372000
TX                       359                                      360                               No                  N                                   32960
TX                       359                                      360                               No                  N                                   62800
TX                       358                                      360                               No                  N                                  196800
TX                       358                                      360                               No                  N                                  146000
TX                       359                                      360                               No                  N                                   70440
TX                       357                                      360                               No                  N                                   50000
TX                       358                                      360                               No                  N                                   28800
NC                       356                                      360                               No                  N                                   74700
NC                       359                                      360                               No                  N                                  396000
CO                       359                                      360                               No                  N                                  165600
CA                       359                                      360                               No                  N                                  574500
CO                       359                                      360                               No                  N                                  206400
MA                       358                                      360                               No                  N                                  189920
CA                       355                                      360                               No                  N                                  359650
NM                       359                                      360                               No                  N                                  100000
NM                       359                                      360                               No                  N                                  124000
NY                       358                                      360                               No                  N                                   83600
FL                       357                                      360                               No                  N                                   85800
NC                       359                                      360                               No                  N                                  505000
CA                       357                                      360                               No                  N                                  780000
FL                       357                                      360                               No                  N                                  113750
CA                       357                                      360                               No                  N                                  348000
ME                       357                                      360                               No                  N                                  115200
TX                       358                                      360                               No                  N                                   98320
CA                       359                                      360                               No                  N                                 1000000
FL                       357                                      360                               No                  N                                  162500
WA                       358                                      360                               No                  N                                  204000
MA                       359                                      360                               No                  N                                  128000
FL                       357                                      360                               No                  N                                  201500
WA                       358                                      360                               No                  N                                  204000
ID                       357                                      360                               No                  N                                  122400
CA                       358                                      360                               No                  N                                  672000
GA                       358                                      360                               No                  N                                   87000
GA                       357                                      360                               No                  N                                  104000
NC                       357                                      360                               No                  N                                  149200
GA                       357                                      360                               No                  N                                  133600
GA                       358                                      360                               No                  N                                   66500
GA                       358                                      360                               No                  N                                  124000
GA                       357                                      360                               No                  N                                  134400
GA                       357                                      360                               No                  N                                  125600
GA                       356                                      360                               No                  N                                  158320
IL                       358                                      360                               No                  N                                   87750
MO                       359                                      360                               No                  N                                   44200
IN                       359                                      360                               No                  N                                  214400
IN                       358                                      360                               No                  N                                   69800
TX                       357                                      360                               No                  N                                  114233
FL                       358                                      360                               No                  N                                  108000
MI                       358                                      360                               No                  N                                  207200
TX                       357                                      360                               No                  N                                   51200
AR                       358                                      360                               No                  N                                  143850
MO                       356                                      360                               No                  N                                  168000
FL                       360                                      360                               No                  N                                  188500
FL                       359                                      360                               No                  N                                  116000
FL                       360                                      360                               No                  N                                  650000
FL                       357                                      360                               No                  N                                  177000
VA                       359                                      360                               No                  N                                  275000
FL                       359                                      360                               No                  N                                  138800
FL                       359                                      360                               No                  N                                  252000
FL                       357                                      360                               No                  N                                  242000
FL                       358                                      360                               No                  N                                  127920
IL                       359                                      360                               No                  N                                   62800
FL                       359                                      360                               No                  N                                  720000
FL                       359                                      360                               No                  N                                  171750
KY                       359                                      360                               No                  N                                  300000
FL                       359                                      360                               No                  N                                  315380
AL                       360                                      360                               No                  N                                  488000
IL                       359                                      360                               No                  N                                   53760
FL                       359                                      360                               No                  N                                  524000
TN                       358                                      360                               No                  N                                  128000
FL                       357                                      360                               No                  N                                  168000
GA                       357                                      360                               No                  N                                  172000
FL                       357                                      360                               No                  N                                  650000
OH                       357                                      360                               No                  N                                  209600
NJ                       358                                      360                               No                  N                                  129000
MI                       358                                      360                               No                  N                                  166700
MA                       358                                      360                               No                  N                                  248000
NV                       358                                      360                               No                  N                                 1000000
NV                       359                                      360                               No                  N                                  193500
CA                       359                                      360                               No                  N                                  417000
NV                       358                                      360                               No                  N                                  115500
CT                       357                                      360                               No                  N                                  158200
RI                       357                                      360                               No                  N                                  215200
NH                       357                                      360                               No                  N                                  150000
CT                       357                                      360                               No                  N                                  117250
AR                       359                                      360                               No                  N                                  110400
OK                       357                                      360                               No                  N                                   93750
NC                       359                                      360                               No                  N                                   86250
AR                       359                                      360                               No                  N                                   67500
OK                       357                                      360                               No                  N                                   93750
TN                       358                                      360                               No                  N                                  110640
AR                       359                                      360                               No                  N                                   88800
NC                       359                                      360                               No                  N                                  102375
OK                       357                                      360                               No                  N                                   93750
NJ                       359                                      360                               No                  N                                   75000
NJ                       359                                      360                               No                  N                                   78750
CA                       358                                      360                               No                  N                                  650000
CA                       358                                      360                               No                  N                                 1079000
CA                       359                                      360                               No                  N                                  289600
CA                       359                                      360                               No                  N                                  850000
NV                       357                                      360                               No                  N                                  133150
CT                       356                                      360                               No                  N                                   60000
NC                       358                                      360                               No                  N                                  108000
NC                       358                                      360                               No                  N                                  244000
WA                       357                                      360                               No                  N                                  216000
GA                       354                                      360                               No                  N                                   82720
TX                       357                                      360                               No                  N                                  108000
AZ                       356                                      480                               Yes                 N                                  122500
TX                       356                                      360                               No                  N                                  107550
AZ                       359                                      360                               No                  N                                  244000
CA                       354                                      360                               No                  N                                  318650
WA                       359                                      360                               No                  N                                  100000
NC                       359                                      360                               No                  N                                   64000
CA                       357                                      360                               No                  N                                  339300
SC                       359                                      360                               No                  N                                   69600
CO                       358                                      360                               No                  N                                  115900
FL                       359                                      480                               Yes                 N                                  163600
OH                       352                                      360                               No                  N                                   88000
MD                       357                                      360                               No                  N                                  351200
AZ                       356                                      480                               Yes                 N                                  262500
CT                       356                                      360                               No                  N                                  123200
CA                       358                                      360                               No                  N                                  176000
CT                       354                                      360                               No                  N                                   50000
CA                       359                                      360                               No                  N                                  712500
TX                       357                                      360                               No                  N                                   93691
GA                       359                                      360                               No                  N                                  232000
CO                       357                                      360                               No                  N                                  224000
CA                       354                                      360                               No                  N                                  318650
TX                       354                                      360                               No                  N                                   88800
WA                       359                                      480                               Yes                 N                                  169550
CA                       359                                      360                               No                  N                                  276000
CO                       358                                      360                               No                  N                                  303300
IL                       357                                      360                               No                  N                                  360000
SC                       358                                      360                               No                  N                                   55920
TX                       358                                      360                               No                  N                                  100400
GA                       358                                      360                               No                  N                                  443400
GA                       359                                      360                               No                  N                                  145680
AL                       358                                      360                               No                  N                                   72200
GA                       357                                      360                               No                  N                                  113200
TX                       358                                      360                               No                  N                                  111000
NV                       359                                      360                               No                  N                                  210000
TX                       358                                      360                               No                  N                                  548350
GA                       357                                      360                               No                  N                                  199200
TX                       358                                      360                               No                  N                                   98392
TX                       357                                      360                               No                  N                                  209600
TX                       358                                      360                               No                  N                                  111000
TN                       358                                      360                               No                  N                                   89988
VA                       357                                      360                               No                  N                                  980000
AL                       359                                      360                               No                  N                                   54900
AL                       359                                      360                               No                  N                                   70650
TX                       358                                      360                               No                  N                                  111000
TX                       359                                      360                               No                  N                                   96000
CO                       358                                      360                               No                  N                                  335820
CO                       359                                      360                               No                  N                                  647920
NV                       359                                      480                               Yes                 N                                  236000
TX                       359                                      360                               No                  N                                  417000
TX                       357                                      360                               No                  N                                  308000
NJ                       358                                      360                               No                  N                                  439800
MD                       358                                      360                               No                  N                                  148000
VA                       358                                      360                               No                  N                                  393400
MD                       359                                      360                               No                  N                                  329100
MD                       358                                      360                               No                  N                                  379712
VA                       359                                      360                               No                  N                                  503550
MD                       358                                      360                               No                  N                                  236411
MD                       360                                      360                               No                  N                                  676620
NC                       359                                      360                               No                  N                                  136960
PA                       359                                      360                               No                  N                                  486900
NJ                       359                                      360                               No                  N                                  449700
NJ                       358                                      360                               No                  N                                  194400
MD                       359                                      360                               No                  N                                  546200
SC                       358                                      360                               No                  N                                  117472
MD                       359                                      360                               No                  N                                  572792
NJ                       359                                      360                               No                  N                                  461350
MD                       359                                      360                               No                  N                                  442000
NJ                       358                                      360                               No                  N                                  199850
SC                       359                                      360                               No                  N                                  254032
MD                       359                                      360                               No                  N                                  514556
PA                       359                                      360                               No                  N                                  493250
TN                       359                                      360                               No                  N                                  213600
GA                       356                                      360                               No                  N                                   59200
FL                       358                                      360                               No                  N                                   87920
FL                       359                                      360                               No                  N                                  132000
GA                       359                                      480                               Yes                 N                                  120800
GA                       358                                      360                               No                  N                                  356000
CA                       358                                      360                               No                  N                                  321750
FL                       359                                      360                               No                  N                                  132000
SC                       358                                      360                               No                  N                                   97500
AZ                       358                                      360                               No                  N                                  975000
AZ                       359                                      360                               No                  N                                  515000
AZ                       359                                      360                               No                  N                                  280000
AZ                       359                                      360                               No                  N                                  131200
AZ                       359                                      360                               No                  N                                  778500
FL                       359                                      360                               No                  N                                  196000
PA                       358                                      360                               No                  N                                  204000
PA                       357                                      360                               No                  N                                  158000
PA                       359                                      360                               No                  N                                   82400
GA                       358                                      360                               No                  N                                  111920
GA                       358                                      360                               No                  N                                  129520
GA                       357                                      360                               No                  N                                  156320
GA                       357                                      360                               No                  N                                   92400
GA                       358                                      360                               No                  N                                  100520
GA                       358                                      360                               No                  N                                  198400
GA                       357                                      360                               No                  N                                  110560
GA                       357                                      360                               No                  N                                  103120
GA                       357                                      360                               No                  N                                  144540
GA                       357                                      360                               No                  N                                  164000
GA                       359                                      360                               No                  N                                  127920
GA                       357                                      360                               No                  N                                   77920
GA                       359                                      360                               No                  N                                  167058
GA                       357                                      360                               No                  N                                  189456
GA                       357                                      360                               No                  N                                  151195
GA                       358                                      360                               No                  N                                   60000
GA                       357                                      360                               No                  N                                  190999
GA                       358                                      360                               No                  N                                   87172
GA                       357                                      360                               No                  N                                  125600
GA                       358                                      360                               No                  N                                   74750
GA                       358                                      360                               No                  N                                  149444
GA                       358                                      360                               No                  N                                  119095
GA                       357                                      360                               No                  N                                   89600
GA                       359                                      360                               No                  N                                  119920
GA                       359                                      360                               No                  N                                  114800
GA                       358                                      360                               No                  N                                  151192
GA                       358                                      360                               No                  N                                   89500
GA                       359                                      360                               No                  N                                  202392
GA                       358                                      360                               No                  N                                   62000
GA                       356                                      360                               No                  N                                   92000
GA                       359                                      360                               No                  N                                  167592
GA                       357                                      360                               No                  N                                  203200
GA                       358                                      360                               No                  N                                  181380
GA                       359                                      360                               No                  N                                  171484
GA                       358                                      360                               No                  N                                  122285
GA                       358                                      360                               No                  N                                  112800
GA                       359                                      360                               No                  N                                  122464
GA                       357                                      360                               No                  N                                  283052
GA                       358                                      360                               No                  N                                  131560
NC                       358                                      360                               No                  N                                  124792
GA                       359                                      360                               No                  N                                  105200
GA                       356                                      360                               No                  N                                  114400
GA                       357                                      360                               No                  N                                  185880
GA                       358                                      360                               No                  N                                  141150
GA                       358                                      360                               No                  N                                  128500
GA                       359                                      360                               No                  N                                  127920
GA                       359                                      360                               No                  N                                  181464
GA                       359                                      360                               No                  N                                  120720
GA                       357                                      360                               No                  N                                   88000
GA                       357                                      360                               No                  N                                  114640
GA                       359                                      360                               No                  N                                   93600
GA                       358                                      360                               No                  N                                  191192
GA                       358                                      360                               No                  N                                  171920
GA                       358                                      360                               No                  N                                  126720
GA                       357                                      360                               No                  N                                  171992
GA                       359                                      360                               No                  N                                  196700
GA                       357                                      360                               No                  N                                  137050
GA                       359                                      360                               No                  N                                   96000
GA                       358                                      360                               No                  N                                  138720
GA                       359                                      360                               No                  N                                  159192
GA                       357                                      360                               No                  N                                   70320
GA                       359                                      360                               No                  N                                   91381
GA                       357                                      360                               No                  N                                  162700
GA                       358                                      360                               No                  N                                  157900
GA                       359                                      360                               No                  N                                  106960
GA                       358                                      360                               No                  N                                   94199
GA                       355                                      360                               No                  N                                  138392
NC                       357                                      360                               No                  N                                112045.5
FL                       358                                      360                               No                  N                                  128445
GA                       358                                      360                               No                  N                                  195200
GA                       358                                      360                               No                  N                                  177571
NC                       359                                      360                               No                  N                                  128500
GA                       359                                      360                               No                  N                                  111160
IL                       359                                      360                               No                  N                                  190400
CA                       359                                      360                               No                  N                                 1000000
HI                       359                                      360                               No                  N                                  360000
CA                       358                                      360                               No                  N                                  650000
CO                       360                                      360                               No                  N                                  125000
CA                       359                                      360                               No                  N                                  100000
FL                       358                                      360                               No                  N                                  227500
CA                       358                                      360                               No                  N                                  307500
CA                       358                                      360                               No                  N                                  230000
RI                       359                                      360                               No                  N                                  188250
MI                       355                                      360                               No                  N                                   59500
TX                       355                                      360                               No                  N                                  161600
MO                       357                                      360                               No                  N                                   94400
TX                       358                                      360                               No                  N                                  172000
TX                       357                                      360                               No                  N                                  103760
IL                       359                                      360                               No                  N                                  126400
TX                       358                                      360                               No                  N                                   61960
IL                       357                                      360                               No                  N                                  223200
OR                       357                                      360                               No                  N                                  154293
TX                       358                                      360                               No                  N                                  110584
TX                       357                                      360                               No                  N                                   85230
AZ                       359                                      360                               No                  N                                  148000
OK                       358                                      360                               No                  N                                  202400
AZ                       358                                      360                               No                  N                                  144000
TX                       358                                      360                               No                  N                                  105000
TX                       359                                      480                               Yes                 N                                  168800
TX                       358                                      360                               No                  N                                   91992
TX                       358                                      360                               No                  N                                  193600
TX                       358                                      360                               No                  N                                   97216
NV                       357                                      360                               No                  N                                 1592500
CA                       358                                      360                               No                  N                                  320000
GA                       359                                      360                               No                  N                                  255000
GA                       358                                      360                               No                  N                                  637000
FL                       359                                      360                               No                  N                                  164000
GA                       358                                      360                               No                  N                                  114040
FL                       358                                      360                               No                  N                                  152000
GA                       357                                      360                               No                  N                                  408000
TN                       358                                      360                               No                  N                                  770000
GA                       359                                      360                               No                  N                                  192000
GA                       359                                      360                               No                  N                                  177360
GA                       358                                      360                               No                  N                                  102750
GA                       359                                      360                               No                  N                                  340000
GA                       359                                      360                               No                  N                                  455200
GA                       360                                      360                               No                  N                                  519200
GA                       357                                      360                               No                  N                                  190160
AL                       357                                      360                               No                  N                                  126800
GA                       358                                      360                               No                  N                                  103200
GA                       359                                      360                               No                  N                                  129000
TN                       359                                      360                               No                  N                                  128000
GA                       359                                      360                               No                  N                                  148800
GA                       359                                      360                               No                  N                                   80000
IN                       357                                      360                               No                  N                                   97600
GA                       358                                      360                               No                  N                                   78200
GA                       359                                      360                               No                  N                                  395040
VA                       359                                      360                               No                  N                                  112000
GA                       359                                      360                               No                  N                                  432400
OH                       359                                      360                               No                  N                                   55200
TX                       358                                      360                               No                  N                                   94600
TX                       358                                      360                               No                  N                                   74800
TX                       358                                      360                               No                  N                                  107700
TX                       358                                      360                               No                  N                                  103100
TX                       358                                      360                               No                  N                                  144000
TX                       359                                      360                               No                  N                                   73600
MO                       359                                      360                               No                  N                                  103050
TX                       359                                      360                               No                  N                                  100000
TX                       359                                      360                               No                  N                                   98800
TX                       358                                      360                               No                  N                                  115000
TX                       359                                      360                               No                  N                                   43800
TX                       358                                      360                               No                  N                                   98400
TX                       358                                      360                               No                  N                                  104500
TX                       359                                      360                               No                  N                                  105200
TX                       358                                      360                               No                  N                                   74400
TX                       359                                      360                               No                  N                                  120000
TX                       359                                      360                               No                  N                                  550000
TX                       358                                      360                               No                  N                                  101350
TX                       359                                      360                               No                  N                                   84000
LA                       358                                      360                               No                  N                                   95000
TX                       358                                      360                               No                  N                                  106900
CA                       359                                      360                               No                  N                                  787500
AZ                       359                                      360                               No                  N                                  252000
IL                       359                                      360                               No                  N                                  118000
IL                       359                                      360                               No                  N                                   94400
IN                       359                                      360                               No                  N                                  188800
FL                       358                                      360                               No                  N                                  103640
GA                       358                                      360                               No                  N                                  139452
GA                       358                                      360                               No                  N                                  199160
GA                       359                                      360                               No                  N                                  192720
VA                       358                                      360                               No                  N                                  606720
AZ                       359                                      360                               No                  N                                  299680
MI                       355                                      360                               No                  N                                  182400
GA                       359                                      360                               No                  N                                  272936
NV                       359                                      360                               No                  N                                  377334
NC                       359                                      360                               No                  N                                  437996
FL                       359                                      360                               No                  N                                  158704
VA                       359                                      360                               No                  N                                  744625
AZ                       359                                      360                               No                  N                                  148948
VA                       359                                      360                               No                  N                                  520000
NM                       358                                      360                               No                  N                                  169144
AZ                       357                                      360                               No                  N                                  448980
PA                       359                                      360                               No                  N                                  256312
AZ                       359                                      360                               No                  N                                  447920
NV                       358                                      360                               No                  N                                  285506
FL                       358                                      360                               No                  N                                  190632
FL                       359                                      360                               No                  N                                  290980
AZ                       359                                      360                               No                  N                                  762079
NV                       359                                      360                               No                  N                                  510301
AZ                       360                                      360                               No                  N                                  579752
FL                       359                                      360                               No                  N                                  384100
MI                       358                                      360                               No                  N                                  551136
CA                       359                                      360                               No                  N                                  315992
FL                       358                                      360                               No                  N                                  281568
FL                       359                                      360                               No                  N                                  501570
FL                       358                                      360                               No                  N                                  267812
IL                       358                                      360                               No                  N                                  157632
FL                       359                                      360                               No                  N                                  173175
CA                       359                                      360                               No                  N                                  556080
CA                       358                                      360                               No                  N                                  393600
NV                       359                                      360                               No                  N                                  377734
CO                       359                                      360                               No                  N                                  166668
IL                       358                                      360                               No                  N                                  384820
FL                       358                                      360                               No                  N                                  120812
OH                       359                                      360                               No                  N                                  303794
UT                       358                                      360                               No                  N                                  124720
UT                       358                                      360                               No                  N                                  129500
CO                       359                                      360                               No                  N                                   72000
UT                       358                                      360                               No                  N                                  309804
CO                       359                                      360                               No                  N                                   55000
UT                       359                                      360                               No                  N                                  280000
CO                       358                                      360                               No                  N                                  144000
CO                       358                                      360                               No                  N                                  140000
CO                       359                                      360                               No                  N                                   60000
CO                       359                                      360                               No                  N                                 1312500
CO                       358                                      360                               No                  N                                   88000
CO                       358                                      360                               No                  N                                  118400
UT                       359                                      360                               No                  N                                  117600
CO                       359                                      360                               No                  N                                  264000
UT                       358                                      360                               No                  N                                  124000
UT                       359                                      360                               No                  N                                   67125
CO                       358                                      360                               No                  N                                  308100
UT                       358                                      360                               No                  N                                  143280
CO                       358                                      360                               No                  N                                   89000
CO                       359                                      360                               No                  N                                   43225
CO                       359                                      360                               No                  N                                   60800
CO                       359                                      360                               No                  N                                   58500
NV                       359                                      360                               No                  N                                  480000
NV                       359                                      360                               No                  N                                  164800
CA                       359                                      360                               No                  N                                  697600
CA                       359                                      360                               No                  N                                  472000
CA                       359                                      360                               No                  N                                  552000
CA                       356                                      360                               No                  N                                  462000
TX                       358                                      360                               No                  N                                   81600
NV                       359                                      360                               No                  N                                  260311
NV                       358                                      360                               No                  N                                  214773
NV                       359                                      360                               No                  N                                  180000
NV                       358                                      360                               No                  N                                  240000
RI                       358                                      360                               No                  N                                  228700
MI                       358                                      360                               No                  N                                  327600
IN                       358                                      360                               No                  N                                  105600
MA                       359                                      360                               No                  N                                  204800
CT                       359                                      360                               No                  N                                  320000
IN                       358                                      360                               No                  N                                   73600
NH                       358                                      360                               No                  N                                  220200
MA                       356                                      360                               No                  N                                  163200
CT                       356                                      360                               No                  N                                  125000
NH                       358                                      360                               No                  N                                  226100
RI                       359                                      360                               No                  N                                  348000
MA                       356                                      360                               No                  N                                  200000
MA                       358                                      360                               No                  N                                  468700
MI                       358                                      360                               No                  N                                   94800
MA                       358                                      360                               No                  N                                  552500
NH                       359                                      360                               No                  N                                  200900
CA                       359                                      360                               No                  N                                  169000
FL                       359                                      360                               No                  N                                  180800
FL                       358                                      360                               No                  N                                  244000
TX                       358                                      360                               No                  N                                   89000
MS                       359                                      360                               No                  N                                   71600
IN                       359                                      360                               No                  N                                   56800
OK                       358                                      360                               No                  N                                   50100
TX                       359                                      360                               No                  N                                  210800
IN                       358                                      360                               No                  N                                  157500
TX                       358                                      360                               No                  N                                   50000
OH                       357                                      360                               No                  N                                  188000
OK                       358                                      360                               No                  N                                   56220
TX                       358                                      360                               No                  N                                  134000
FL                       359                                      360                               No                  N                                  151600
OK                       358                                      360                               No                  N                                   55360
WY                       359                                      360                               No                  N                                   74000
UT                       359                                      360                               No                  N                                  122400
UT                       359                                      360                               No                  N                                  108800
CA                       359                                      360                               No                  N                                  319200
TX                       359                                      360                               No                  N                                  148000
AZ                       359                                      360                               No                  N                                  138250
TX                       359                                      360                               No                  N                                  254400
UT                       359                                      360                               No                  N                                  148088
FL                       359                                      360                               No                  N                                  172000
CO                       358                                      360                               No                  N                                  112000
FL                       359                                      360                               No                  N                                  136000
UT                       359                                      360                               No                  N                                   91920
FL                       359                                      360                               No                  N                                  156472
CA                       360                                      360                               No                  N                                  720000
CA                       359                                      360                               No                  N                                  305500
TX                       359                                      360                               No                  N                                  148000
NC                       357                                      360                               No                  N                                  373700
CO                       358                                      360                               No                  N                                  236000
NV                       359                                      360                               No                  N                                  256800
TX                       359                                      360                               No                  N                                  102000
TN                       357                                      360                               No                  N                                  309920
AZ                       358                                      360                               No                  N                                  174050
TX                       359                                      360                               No                  N                                   66000
AZ                       358                                      360                               No                  N                                  166450
CA                       358                                      360                               No                  N                                  412750
IL                       358                                      360                               No                  N                                  145800
NV                       355                                      360                               No                  N                                  228750
NV                       356                                      360                               No                  N                                  256400
VA                       358                                      360                               No                  N                                  100000
VA                       358                                      360                               No                  N                                   92000
VA                       358                                      360                               No                  N                                   64000
VA                       358                                      360                               No                  N                                   61600
VA                       358                                      360                               No                  N                                   96000
MD                       358                                      360                               No                  N                                   70000
MD                       359                                      360                               No                  N                                  164000
VA                       359                                      360                               No                  N                                  280000
VA                       358                                      360                               No                  N                                   92000
VA                       358                                      360                               No                  N                                  120000
VA                       358                                      360                               No                  N                                   68000
VA                       358                                      360                               No                  N                                   93600
GA                       357                                      360                               No                  N                                   86580
GA                       358                                      360                               No                  N                                  188000
NJ                       357                                      360                               No                  N                                  383200
CA                       360                                      360                               No                  N                                 1603500
NJ                       358                                      360                               No                  N                                  480000
NV                       359                                      480                               Yes                 N                                  285000
NV                       355                                      480                               Yes                 N                                  212000
NV                       359                                      360                               No                  N                                  249291
CA                       359                                      360                               No                  N                                  120000
AZ                       359                                      360                               No                  N                                  225000
NV                       359                                      360                               No                  N                                  176000
NV                       359                                      360                               No                  N                                  231120
NV                       358                                      360                               No                  N                                  232000
AZ                       358                                      360                               No                  N                                  255200
NV                       358                                      480                               Yes                 N                                  215960
AZ                       359                                      360                               No                  N                                  107920
NV                       358                                      360                               No                  N                                  240000
NV                       359                                      360                               No                  N                                  255000
CA                       356                                      360                               No                  N                                  960000
IL                       359                                      360                               No                  N                                  107920
FL                       357                                      360                               No                  N                                  156000
OR                       358                                      360                               No                  N                                  124000
AZ                       359                                      360                               No                  N                                   97500
LA                       358                                      480                               Yes                 N                                   74550
FL                       357                                      360                               No                  N                                   51000
MN                       357                                      360                               No                  N                                   98000
NV                       359                                      360                               No                  N                                  241600
MN                       358                                      360                               No                  N                                   56000
MD                       357                                      360                               No                  N                                   88650
AZ                       358                                      360                               No                  N                                  300000
AZ                       358                                      360                               No                  N                                  115616
AZ                       360                                      360                               No                  N                                  661600
AZ                       359                                      360                               No                  N                                  162260
AZ                       358                                      360                               No                  N                                  212000
AZ                       359                                      360                               No                  N                                  194000
AZ                       358                                      360                               No                  N                                  148800
AZ                       358                                      360                               No                  N                                  119000
AZ                       358                                      360                               No                  N                                  260891
AZ                       357                                      360                               No                  N                                  239200
AZ                       359                                      360                               No                  N                                  257000
FL                       359                                      480                               Yes                 N                                  179400
GA                       358                                      360                               No                  N                                   75200
GA                       358                                      360                               No                  N                                   75200
SC                       357                                      360                               No                  N                                  222640
GA                       359                                      360                               No                  N                                   96000
GA                       358                                      360                               No                  N                                   75200
GA                       358                                      360                               No                  N                                   71000
GA                       358                                      360                               No                  N                                   75200
GA                       358                                      360                               No                  N                                  119200
GA                       359                                      360                               No                  N                                   58000
GA                       359                                      360                               No                  N                                  134400
GA                       358                                      360                               No                  N                                   75200
GA                       358                                      360                               No                  N                                  156720
GA                       358                                      360                               No                  N                                  150000
GA                       358                                      360                               No                  N                                  272000
GA                       359                                      360                               No                  N                                  175120
FL                       360                                      360                               No                  N                                 1235000
GA                       357                                      360                               No                  N                                  504000
GA                       358                                      360                               No                  N                                   75200
GA                       358                                      360                               No                  N                                   75200
NC                       359                                      360                               No                  N                                  129600
GA                       359                                      360                               No                  N                                  255920
IN                       359                                      360                               No                  N                                  100720
TX                       358                                      360                               No                  N                                   88000
TX                       359                                      360                               No                  N                                   94320
TX                       358                                      360                               No                  N                                   72400
TX                       358                                      360                               No                  N                                   76400
TX                       359                                      360                               No                  N                                  195600
TX                       359                                      360                               No                  N                                  164800
TX                       358                                      360                               No                  N                                   84872
TX                       357                                      360                               No                  N                                   74420
TX                       359                                      360                               No                  N                                  296000
GA                       358                                      360                               No                  N                                   68000
GA                       355                                      360                               No                  N                                  490000
GA                       359                                      360                               No                  N                                  177920
AL                       356                                      360                               No                  N                                  800000
TN                       356                                      360                               No                  N                                  500000
GA                       356                                      360                               No                  N                                  428000
GA                       355                                      360                               No                  N                                  465405
AL                       357                                      360                               No                  N                                  536000
AL                       356                                      360                               No                  N                                  479970
GA                       358                                      360                               No                  N                                  152000
GA                       358                                      360                               No                  N                                   65600
GA                       359                                      360                               No                  N                                   40000
SC                       358                                      360                               No                  N                                  100640
AL                       355                                      360                               No                  N                                  571000
TN                       358                                      360                               No                  N                                  248800
AL                       359                                      360                               No                  N                                  132000
GA                       359                                      360                               No                  N                                   96750
GA                       356                                      360                               No                  N                                   86400
TX                       355                                      360                               No                  N                                  220837
GA                       358                                      360                               No                  N                                  344000
MI                       358                                      360                               No                  N                                   79500
MI                       357                                      360                               No                  N                                   54400
MI                       358                                      360                               No                  N                                  144000
MI                       358                                      360                               No                  N                                   80000
MI                       355                                      360                               No                  N                                   69600
MI                       355                                      360                               No                  N                                   75000
MI                       358                                      360                               No                  N                                   68800
GA                       359                                      360                               No                  N                                  104800
PA                       358                                      360                               No                  N                                   87344
PA                       358                                      360                               No                  N                                  144000
NJ                       358                                      360                               No                  N                                  448800
PA                       359                                      360                               No                  N                                   71000
PA                       360                                      360                               No                  N                                  422500
PA                       358                                      360                               No                  N                                   80000
PA                       358                                      360                               No                  N                                   55544
DE                       359                                      360                               No                  N                                  336000
PA                       359                                      360                               No                  N                                   76700
PA                       358                                      360                               No                  N                                  119920
NJ                       357                                      360                               No                  N                                   90800
NJ                       358                                      360                               No                  N                                  125200
PA                       358                                      360                               No                  N                                  192800
NJ                       357                                      360                               No                  N                                  151920
DE                       355                                      360                               No                  N                                  120000
NJ                       359                                      360                               No                  N                                  299920
PA                       358                                      360                               No                  N                                   63920
PA                       358                                      360                               No                  N                                   65600
PA                       358                                      360                               No                  N                                  136800
NJ                       358                                      360                               No                  N                                  151920
PA                       358                                      360                               No                  N                                  160000
NJ                       359                                      360                               No                  N                                  156800
PA                       358                                      360                               No                  N                                  600000
PA                       359                                      360                               No                  N                                  140000
PA                       359                                      360                               No                  N                                  487200
NJ                       358                                      360                               No                  N                                  175200
PA                       358                                      360                               No                  N                                   56000
NJ                       359                                      360                               No                  N                                  103600
NJ                       358                                      360                               No                  N                                   76800
PA                       359                                      360                               No                  N                                   65700
NJ                       358                                      360                               No                  N                                  112000
PA                       358                                      360                               No                  N                                  156000
NJ                       358                                      360                               No                  N                                  214400
PA                       358                                      360                               No                  N                                   65600
PA                       359                                      360                               No                  N                                  496000
PA                       358                                      360                               No                  N                                   92000
PA                       359                                      360                               No                  N                                  223200
DE                       359                                      360                               No                  N                                  211920
PA                       358                                      360                               No                  N                                  156000
NJ                       358                                      360                               No                  N                                  143200
PA                       359                                      360                               No                  N                                  148000
NE                       358                                      360                               No                  N                                   61600
NE                       359                                      360                               No                  N                                   65600
NE                       359                                      360                               No                  N                                   65600
NE                       359                                      360                               No                  N                                   58400
NE                       358                                      360                               No                  N                                   64000
NE                       359                                      360                               No                  N                                   77600
CA                       358                                      480                               Yes                 N                                  580000
WI                       359                                      360                               No                  N                                  208000
MN                       359                                      360                               No                  N                                  269600
MD                       359                                      360                               No                  N                                  160000
FL                       358                                      360                               No                  N                                  364000
VA                       358                                      360                               No                  N                                   76800
FL                       359                                      360                               No                  N                                   85200
IA                       359                                      360                               No                  N                                   83200
GA                       358                                      360                               No                  N                                   95250
IA                       360                                      360                               No                  N                                   88000
VA                       358                                      360                               No                  N                                  113600
VA                       358                                      360                               No                  N                                  284000
GA                       358                                      360                               No                  N                                   72000
GA                       359                                      360                               No                  N                                  284000
DC                       358                                      360                               No                  N                                  340000
VA                       359                                      360                               No                  N                                  115200
GA                       359                                      360                               No                  N                                  308000
MD                       357                                      360                               No                  N                                  287900
GA                       357                                      360                               No                  N                                  130400
FL                       358                                      360                               No                  N                                  192000
IA                       358                                      360                               No                  N                                  130000
VA                       359                                      360                               No                  N                                  114000
IA                       358                                      360                               No                  N                                  157200
VA                       358                                      360                               No                  N                                   68000
MD                       359                                      360                               No                  N                                  250000
DC                       359                                      360                               No                  N                                  112500
VA                       358                                      360                               No                  N                                  720000
NJ                       359                                      360                               No                  N                                  248000
NJ                       358                                      360                               No                  N                                  100000
NJ                       358                                      360                               No                  N                                   92000
CO                       359                                      360                               No                  N                                  136000
TX                       358                                      360                               No                  N                                  100000
CO                       359                                      360                               No                  N                                  122440
CA                       358                                      360                               No                  N                                  264000
TX                       359                                      360                               No                  N                                  269471
CA                       359                                      360                               No                  N                                  424000
IL                       359                                      360                               No                  N                                   77000
MO                       359                                      360                               No                  N                                  107040
KS                       359                                      360                               No                  N                                   52000
OK                       359                                      360                               No                  N                                  793100
IN                       359                                      360                               No                  N                                  149520
TN                       357                                      360                               No                  N                                   67200
MN                       358                                      360                               No                  N                                  169042
FL                       359                                      360                               No                  N                                   71920
MO                       358                                      360                               No                  N                                   56000
KS                       358                                      360                               No                  N                                  140960
KS                       359                                      360                               No                  N                                   44250
KS                       359                                      360                               No                  N                                   45000
NC                       358                                      360                               No                  N                                  101040
MO                       359                                      360                               No                  N                                  135800
OH                       359                                      360                               No                  N                                  164800
MI                       359                                      360                               No                  N                                   72100
NC                       357                                      360                               No                  N                                  202720
AZ                       359                                      360                               No                  N                                  160000
AZ                       358                                      360                               No                  N                                   91000
AZ                       358                                      360                               No                  N                                  106000
IN                       355                                      360                               No                  N                                   91400
DC                       356                                      360                               No                  N                                  106560
TX                       357                                      360                               No                  N                                  182400
VA                       355                                      360                               No                  N                                  324000
TX                       359                                      360                               No                  N                                   56000
TX                       358                                      360                               No                  N                                  145600
TX                       358                                      360                               No                  N                                  385200
TX                       359                                      360                               No                  N                                  103920
TX                       358                                      360                               No                  N                                   54240
TX                       359                                      360                               No                  N                                  118400
TX                       359                                      360                               No                  N                                  108952
TX                       359                                      360                               No                  N                                  102400
TX                       358                                      360                               No                  N                                  109925
TX                       357                                      360                               No                  N                                  115870
TX                       359                                      360                               No                  N                                   63920
TX                       359                                      360                               No                  N                                  192000
TX                       358                                      360                               No                  N                                   51920
TX                       358                                      360                               No                  N                                  135800
TX                       358                                      360                               No                  N                                   80000
TX                       359                                      360                               No                  N                                  110828
TX                       358                                      360                               No                  N                                   61520
NY                       359                                      360                               No                  N                                   52500
CA                       358                                      360                               No                  N                                  340400


STATE                      FIRST_PAY_DATE           PAYMENT                   CURRENT_BALANCE              ORIGINAL_LTV
-----------------------------------------------------------------------------------------------------------------------
CO                             20060401              940.06                          173550                      65
TX                             20060401              624.48                          109000                      80
MD                             20060301             1241.06                       201935.12                      80
MO                             20060401              651.63                        81760.34                      70
MD                             20060301              939.05                       147785.08                      80
NC                             20060401              693.33                          104000                      80
WI                             20060401             1732.12                       207931.81                      70
IN                             20060401              771.46                          119452                      80
OR                             20060401              955.72                          179900             48.63000107
MD                             20060301             2229.82                       345262.64                      80
VA                             20060401              652.56                        89875.71             73.16999817
AZ                             20060301             1441.76                       238636.81                      80
VA                             20060501                1850                          296000                      80
MD                             20060601                1350                          216000                      80
DC                             20060501             1866.04                          338000             60.90000153
VA                             20060501             1666.93                       238045.03                      80
DC                             20060501              1837.5                          294000                      80
DC                             20060701             2922.92                          460000                      80
VA                             20060701             3259.99                          472000                      80
VA                             20060501              866.25                          132000                      80
VA                             20060501             1524.17                          236000             76.01000214
GA                             20060601             1516.67                          260000                      80
MD                             20060501             1482.33                       211590.59                      80
VA                             20060601             1710.33                          293200                      80
VA                             20060501                1125                          180000                      80
VA                             20060601                1430                          208000                      80
TX                             20060501              855.84                       122217.75                      80
VA                             20060601              2862.5                          458000                      80
MD                             20060501             2519.37                          417000             76.26999664
VA                             20060601             2863.56                       458574.88             51.95000076
MD                             20060601             1415.83                        223797.5             64.93000031
GA                             20060601              936.75                       140684.58                      80
MA                             20060601                1625                          260000             59.09000015
MD                             20060501             1546.86                       229231.69                      80
MD                             20060501             2254.38                       379685.39                      80
MD                             20060501              1005.1                       152742.19             75.73999786
GA                             20060501              582.16                        73914.54                      80
MD                             20060501              306.49                        50006.09                      65
TN                             20060601             2574.71                       323418.58                      80
MD                             20060701             3021.87                          460000                      80
MD                             20060501                1705                          264000                      80
TN                             20060401             1195.86                       174887.26                      65
DE                             20060601              963.66                          162300             79.98999786
MD                             20060401              526.92                         79004.1                      80
IL                             20060401             1624.16                       223534.49                      80
MD                             20060401             1397.62                       242068.64                      80
MD                             20060501             1691.67                          280000                      80
VA                             20060401              1102.4                       161219.52                      80
IL                             20060501              682.32                        84707.01                      80
MD                             20060501             1219.22                          212810             64.38999939
GA                             20060501              555.83                           92000                      80
MD                             20060501             2876.25                          468000                      80
NY                             20060401              2759.1                       418934.86                      80
VA                             20060501             2912.34                          490500             79.98999786
MI                             20060601              418.74                        58408.75                      70
CT                             20060601              802.64                       113317.92                      70
GA                             20060601              817.21                       118229.96                      80
MO                             20060601              867.03                       123907.97                      80
TX                             20060601              422.08                        70329.92                      80
UT                             20060601             1387.59                       195903.11             80.38999939
CO                             20060601              905.98                       127907.35                      80
VA                             20060401                1530                          272000                      80
MD                             20060401             1161.45                       176351.85                      80
NJ                             20060301              2421.7                       362796.04             77.44999695
CA                             20060401             1486.56                       207007.76             79.80999756
VA                             20060301              928.12                       156315.62                      80
TN                             20060301                 456                           68400                      80
TN                             20060401                 771                          102800                      80
NJ                             20060301             1428.28                       211315.81             77.08999634
TN                             20060401              422.61                        65824.32                      80
PA                             20060301              823.51                       131507.05             76.73999786
MD                             20060401             3021.87                       458833.99             70.76999664
VA                             20060401               701.5                          110400                      80
VA                             20060401             2186.67                          328000                      80
FL                             20060501             1679.17                          260000                      80
NJ                             20060501             2987.44                       416409.46             74.45999908
FL                             20060501              693.33                          128000                      80
FL                             20060501              462.24                        63661.95                      75
PA                             20060501             1183.22                          210350                      70
NJ                             20060501             1420.83                          248000                      80
FL                             20060501             1048.07                       161310.66                      80
FL                             20060501             1832.92                          332000                      80
DC                             20060501             1737.08                          303200                      80
MA                             20060501             3029.25                          461600                      80
CT                             20060501             2174.75                       299521.81                      80
MD                             20060501              893.43                       135770.82                      80
MD                             20060501             1590.42                          277600                      80
PA                             20060501             1183.22                          210350                      70
NY                             20060501             3185.62                       503086.29                      70
NY                             20060101              249.24                        33829.75                      80
FL                             20060101              1007.1                       131997.14                      75
NY                             20060601             1687.73                          284250                      75
NY                             20060401             2368.33                          392000                      80
NY                             20060601             2622.96                       393926.83                      95
NY                             20060601             4093.06                       599531.94                      80
DC                             20060401             1482.83                       269091.97             51.83000183
MD                             20060501             1672.52                       238843.85                      80
DC                             20060401             1335.64                        242382.5             55.79999924
MD                             20060501              970.16                       138543.41                      75
NC                             20060601             1315.05                       190255.12                      80
NJ                             20060601             1582.65                       231819.02                      80
NC                             20060701             3494.79                          550000                    62.5
NJ                             20060501              1185.4                       173496.08                      80
NJ                             20060601             1795.76                       259802.16                      65
NJ                             20060601             6354.17                         1000000             45.45000076
NJ                             20060401              935.55                       125740.98                      70
NJ                             20060501             1720.86                       220987.81                      75
NJ                             20060501             2005.95                       279603.49             63.63999939
NJ                             20060601             1880.89                          269500                      70
FL                             20060501              451.61                           74750                      65
NJ                             20060601             1585.23                       213360.34                      70
NJ                             20060601             2097.69                       307260.12                      75
NJ                             20060301             2268.24                       331453.02                      95
NY                             20060701             2692.71                          470000             73.44000244
NJ                             20060601             1085.97                       146496.39                      80
NJ                             20060601                1860                          288000                      80
MI                             20060301               460.8                        62629.76                      80
TX                             20060501              494.24                        72295.44                      70
FL                             20060501              917.76                          131500             69.98000336
TX                             20060501              533.46                        78077.63             79.97000122
FL                             20060601             1340.13                       203828.62             62.77000046
MI                             20060501              661.31                        99236.57                      70
CA                             20060601             3350.88                          487400                      65
WA                             20060601                1805                          288800                      80
TX                             20060601                 447                        59462.06                      70
TX                             20060601              459.19                        69841.28             69.95999908
CA                             20060601                2390                          382400                      80
OR                             20060601               967.5                          154800                      80
FL                             20060601              755.62                       116399.69             52.95000076
TX                             20060501              538.73                        77880.92                      80
TX                             20060601              505.56                        64961.63             68.41999817
VA                             20060301             1633.33                          280000                      80
TX                             20060601              435.54                         66244.3             69.97000122
TX                             20060601               578.5                        80693.01             79.94999695
TX                             20060601              589.97                        82291.87             79.95999908
WA                             20060601              792.24                          143500                      70
TX                             20060601              405.31                        55861.53             79.97000122
TX                             20060601              651.94                        90935.77                      70
FL                             20060501              802.01                       100686.56                      80
FL                             20060501             1621.11                          219192                      80
NJ                             20060701             3138.01                          460000             79.30999756
NJ                             20060601             2969.32                       451620.26                      80
NJ                             20060201              899.09                       123567.67                      80
NJ                             20060401             1823.38                       263393.65                      80
CT                             20060101             1190.01                       157783.43                      80
NJ                             20060601              1976.5                          283200                      80
MA                             20060301             4103.75                          588000                      80
NM                             20060601             1418.93                       207837.74                      65
MI                             20060601              832.38                          114721                      70
CO                             20060601              635.71                           89751                      80
MN                             20060601             3805.61                       609435.02             61.61999893
LA                             20060401              512.03                        75816.58                      80
AL                             20051101              6238.7                       992451.15             52.63000107
FL                             20060601             2401.95                          419250                      65
FL                             20060601             1170.94                       175708.94                      80
AL                             20060401              806.71                       122488.73             73.98000336
TN                             20060401              963.65                          159500             78.05000305
FL                             20060501              663.75                          108000             77.13999939
FL                             20060501             1042.08                          164000                      80
FL                             20060501             1057.66                        160728.7                      70
MS                             20060501              329.18                        45337.31             94.98000336
GA                             20060501             1601.25                          244000                      80
FL                             20060401             4068.01                       625570.84                      80
TN                             20060501              726.11                       110343.74             75.19000244
AL                             20060501              1326.1                        191706.9                      80
FL                             20060601              927.76                       135893.91                      80
FL                             20060501             3626.25                       551069.84             64.94000244
TN                             20060501             2154.73                        327447.3                      80
FL                             20060501               437.5                           70000                      70
AL                             20060401               638.7                        95575.42                      80
FL                             20060501             1520.32                       233995.22                      80
TN                             20060501              505.66                        79854.96                      80
FL                             20060501               697.5                          108000                      80
AL                             20060301              419.69                        66157.94                      80
MS                             20060601              825.44                        120905.6             76.58000183
LA                             20060401             1588.56                       229471.74             76.66999817
TN                             20060301              988.21                       157808.47                      80
GA                             20060501             1412.49                       204195.82             79.88999939
TN                             20060501                 652                         94255.9                      80
KY                             20060501              365.19                        52743.98                      75
TN                             20060501               498.3                           75932                      80
FL                             20060401             1061.69                       149672.23                      80
GA                             20060401              670.62                       100714.27                      80
GA                             20060601             2144.62                       302780.69             79.11000061
GA                             20060501             1057.21                       150974.88                      80
GA                             20060601              763.54                       109118.96                      70
AL                             20060601              600.21                        84738.62                      80
GA                             20060501              783.12                       111833.24                      80
GA                             20060501              776.08                          111200                      80
GA                             20060501              871.16                       121427.79                      80
GA                             20060601                1200                          192000                      80
GA                             20060601              593.99                         77203.2                      75
GA                             20060601             1131.93                       157888.49             79.80000305
NC                             20060501             1354.12                       197841.42             78.15000153
GA                             20060601              498.94                        77972.31                      80
MO                             20060601              688.44                        92659.35                      80
GA                             20060401             2783.28                       407039.38                      80
GA                             20060501               475.7                        66305.96                      80
TN                             20060601              517.42                        73945.08                      80
GA                             20060501             1354.92                       205902.45                      75
NY                             20060601             4843.75                          775000             47.68999863
NJ                             20060601             1305.01                       209919.99             61.75999832
NJ                             20060601             1903.13                          304500                      70
PA                             20060601              305.19                        42569.93                      80
PA                             20060501              713.67                       108749.99                      75
NY                             20060401             1686.77                        211640.8                      80
PA                             20060501             2377.33                       339493.76                      80
NJ                             20060501             1596.73                        239605.2                      80
PA                             20060401              817.62                        103749.3                      65
PA                             20060501              690.13                        99585.08                      80
NJ                             20060601             1859.38                          297500                      70
CT                             20060601             1852.91                       255374.14                      95
CT                             20060401             2560.13                        378203.5                      80
FL                             20060601             1103.64                       167858.86             60.43000031
FL                             20060601             1103.64                       167858.86             60.43000031
NY                             20060401             4802.33                        748003.9             61.22000122
NY                             20060501             4392.87                       693730.41             60.43000031
NY                             20060601             6380.61                       879394.39             78.22000122
NY                             20060601             3988.88                        614470.5             64.73999786
NY                             20060501              1839.4                       279528.19             76.70999908
NY                             20060601             9728.97                      1498708.53                    49.5
FL                             20060601              722.62                       109907.59             62.86000061
CT                             20060601             5911.88                       876798.28                      65
FL                             20060601             1103.64                       167858.86             60.43000031
IL                             20060501                1060                          169600                      80
NJ                             20060601              409.31                        59953.19                      75
PA                             20060501              1014.7                       133333.46                      75
NJ                             20060601              424.13                        63697.74             70.83000183
NJ                             20060601              349.28                        52456.97                      75
NJ                             20060601              383.72                        56206.12                      75
NJ                             20060601              324.33                        48710.04                      75
AZ                             20060501              799.11                       115352.34                      65
AZ                             20060501             1800.95                        263412.6                      80
TX                             20060501              601.13                           91600                      80
CO                             20060601             1446.21                       211834.62                      80
AZ                             20060601             1989.14                       287780.86                      80
AZ                             20060601              652.69                        94428.09                      70
AZ                             20060601              873.19                       127900.14                      80
CA                             20060501             1164.68                       201805.98             79.52999878
AR                             20060601              435.73                        57963.02                      80
TX                             20060601             1719.39                       239830.61                      80
TX                             20060601              461.35                        59963.65                      80
TX                             20060601               962.7                       131111.97                      80
TX                             20060501              864.71                       120529.07             79.98999786
TX                             20060501              372.53                        51926.37                      80
TX                             20060701             4215.89                          650000                      65
TX                             20060601             1096.79                       158679.17                      80
TX                             20060601              971.59                       133907.79                      80
TX                             20060601              429.34                        55167.41                      80
CA                             20060601             2978.49                          539500                      65
TX                             20060501             1713.08                        244635.2                      70
CO                             20060501             1472.92                       233427.65                      80
TX                             20060601              486.45                        74935.43             71.43000031
GA                             20060501              694.92                       107026.37                      70
NC                             20060501             1298.47                       187713.02                      80
MI                             20060501             1620.57                       203450.78                      80
NJ                             20060501             1265.83                       195999.87                      80
MN                             20060601             1418.93                       207837.74                      80
NJ                             20060601              929.23                       151196.06                      80
NJ                             20060601               634.9                          115000             62.15999985
MD                             20060501             2577.26                       401787.79             79.69999695
NV                             20060501             1837.57                       275745.85             64.98999786
GA                             20060501              745.93                       107835.13                      80
DC                             20060501             1218.75                          195000                      75
FL                             20060501             2425.83                          328000                      80
CA                             20060601             1823.39                       263799.11                      80
CA                             20060601             3054.17                       436475.83                      80
TX                             20060501               955.6                       139860.78                      80
NY                             20060501             4144.06                       599084.07             42.86000061
MD                             20060601             5812.08                          962000                      65
TX                             20060501              555.58                           90400                      80
AZ                             20060501             2182.97                       319424.52                      80
NH                             20060601             1066.82                       170841.62             64.52999878
MN                             20060601             1268.37                        179070.3                      80
CA                             20060601             3284.64                       499579.94             64.94000244
CA                             20060501             1604.17                          280000             62.91999817
GA                             20060501              880.29                       133774.19                      80
GA                             20060601             1037.02                       148201.93                      80
TX                             20060501              617.62                        93857.57                      80
AZ                             20060501                1650                          240000                      80
NC                             20060601              785.75                         97963.6                      70
TX                             20060501              578.52                        80637.64                      80
WA                             20060501             1676.88                          268300             73.41000366
TX                             20060501              931.71                       133051.58                      65
CA                             20060501             1149.75                       175199.99                      80
FL                             20060601              948.57                       146124.09                      65
TX                             20060601             1744.15                       265276.94                      75
CA                             20060501             2443.64                       357650.41                      80
NJ                             20060501             2520.83                          440000                      80
TX                             20060501              531.63                        63852.19                      80
NJ                             20060601             3670.88                       524610.37                      75
AZ                             20060601              1247.4                        178267.6                      80
AZ                             20060501             1370.83                       234999.99             64.91999817
NJ                             20060501              976.53                          139920                      80
AZ                             20060501             3128.06                          556100             79.98999786
FL                             20060601             1366.42                       207825.25                      65
FL                             20060601             1470.32                       220818.85                      65
AZ                             20060501             3425.75                       495242.84                      80
NY                             20060501             2694.88                       399358.34             66.66999817
GA                             20060501              845.39                       122213.15                      80
CA                             20060501             2626.49                       420218.07             56.13000107
NJ                             20060601              994.03                       138652.06                      75
CA                             20060601             1144.33                          171859                      80
VA                             20060601             2181.55                       311768.45                      80
CT                             20060601             1389.85                       184882.03             60.45999908
PA                             20060601             1244.12                       186846.71             79.56999969
DE                             20060501              864.66                       126498.38                      75
WA                             20060501             2321.56                          391000             78.19999695
MD                             20060501              558.31                        76893.65                      70
NJ                             20060601             4864.49                       749354.26                    62.5
VA                             20060601             2970.84                          452700                      80
FL                             20060601             1545.27                       220835.98                      65
MD                             20060501             2154.17                          376000             78.33000183
TX                             20060501              395.67                        57909.22             79.44999695
CA                             20060501             3504.09                       579987.23                      80
VA                             20060601             2133.31                          353100             79.98999786
AZ                             20060601             1739.06                          265000             68.65000153
MN                             20060601             1408.46                       214219.87                      80
CA                             20060601             4217.81                       613499.99                      75
CA                             20060601             6286.52                       876880.67                      65
NJ                             20060501              671.22                        90281.32                      80
MN                             20060601             1017.31                       141899.77                      80
TX                             20060501              984.48                          138888                      70
NJ                             20060501             2005.03                        251716.4                      80
MD                             20060501             1068.16                          179900                      80
TX                             20060601              754.22                        109116.9                      80
TX                             20060601               799.6                       108898.88                      75
PA                             20060501             1293.54                       191692.01                      80
AZ                             20060501             1291.78                       167795.72                      80
TX                             20060601             1341.64                       194102.19                      75
CA                             20060601             3453.38                       499619.54             47.61999893
TX                             20060501               447.5                         63904.7                      80
CA                             20060501             1622.69                       259288.44             79.98999786
CA                             20060501             1627.73                       257057.12                      80
NJ                             20060501             2558.16                       374413.17                    75.5
CA                             20060401             2441.35                       416449.23             79.66000366
TX                             20060501             1415.34                       194930.44             79.66999817
TX                             20060501             1040.82                       148634.37                      80
TX                             20060501             1403.45                       202889.81                      80
MN                             20060401             1181.25                          180000                      80
GA                             20060401               802.7                        114542.8                      80
TX                             20060501              807.26                       116701.58                      80
FL                             20060401              996.61                          191350             79.98999786
MA                             20060501             1051.09                       159730.39                      80
TX                             20060601             1450.14                       199862.36             52.22000122
TX                             20060501             1401.33                       207666.35                      80
TX                             20060501              584.59                        81484.45                      80
FL                             20060401              388.06                        55375.68                      74
IL                             20060501             1414.02                        201928.9                      80
GA                             20060501              768.31                       113857.06                      80
IL                             20060501              604.34                        87366.43             70.55999756
TX                             20060501             1302.28                       183624.19                      80
TX                             20060501              741.87                       108579.81                      75
TX                             20060401             1170.93                       175564.69                      80
TX                             20060501              786.62                       112332.49                      75
MA                             20060501              643.79                        97834.87                      70
SC                             20060501             1118.77                       163742.11                      80
OH                             20060401              322.86                        43910.83             78.56999969
TX                             20060501             1481.62                       216850.12                      80
NC                             20060401              589.92                        81190.92                      80
IN                             20060501             2267.35                       340229.61                      80
VA                             20060501             1496.87                       201335.37                      80
IL                             20060401              726.43                       111709.07                      80
IL                             20060401             2428.27                       375990.05                      80
TX                             20060501              707.95                       101099.25                      75
TX                             20060501              679.48                         95860.6                      80
OK                             20060501             1014.44                       141399.47                      80
TX                             20060401              597.09                         81208.1                      80
TX                             20060501              403.92                        54328.58                      80
TX                             20060501              939.75                       129429.02                      80
TX                             20060501             1060.73                       146091.98                      80
GA                             20060501               692.3                        87898.37                      80
TX                             20060501              875.58                          150100                      80
AZ                             20060301             1059.03                       171342.09             79.26000214
TX                             20060501              383.08                        50337.12                      80
TX                             20060501              432.69                        54934.46             73.33000183
TX                             20060401              667.33                        97593.69             79.65000153
TX                             20060501              368.38                        53915.49                      90
TX                             20060401              624.48                        92468.32                      80
TX                             20060401             1230.39                       189207.25             79.98000336
FL                             20060501              765.99                       109386.89                      70
TX                             20060501             1267.38                          206218                      80
LA                             20050801             1415.83                        221711.2                      80
TX                             20060501              813.06                          130090                      80
TX                             20060401             2273.82                       312948.08                      80
IL                             20060501             1783.16                          295143                      70
MN                             20060501             1901.86                       271595.02                      80
MN                             20060501              778.57                       109838.34             79.70999908
NJ                             20060401              920.13                       129715.93             67.36000061
TX                             20060501              368.18                        46745.94                      90
TX                             20060501             1025.36                       146425.65                      80
TX                             20060401              538.73                        77810.17             73.58000183
TX                             20060501              703.83                        95790.85                      80
CA                             20060601             2968.75                          500000             32.25999832
NC                             20060501              907.73                          138320                      80
FL                             20060601             1697.77                       239692.16                      80
MS                             20060601             1197.69                       181939.81                      70
UT                             20060701            12457.95                         1920750                      65
FL                             20060501              558.39                        84856.77                      50
GA                             20060601              975.89                       142225.74                      80
MD                             20060401              530.29                        84762.55             60.70999908
MD                             20060601             5045.22                       767354.78                      64
PA                             20060401              759.95                        96432.06             69.98999786
MA                             20060601               864.5                          145600                      80
FL                             20060501              992.89                       141788.56             72.44999695
CA                             20060601              2734.9                          445000             64.95999908
SC                             20060601              470.15                         67190.1                      80
TX                             20060601              573.03                        83934.47                      80
SC                             20060601              470.15                         67190.1                      80
GA                             20060501             1077.95                       159743.34             76.19000244
OR                             20060501              886.85                       134772.53                      75
WA                             20060601             1115.58                       161397.09                      80
WA                             20060601             1115.58                       161397.09                      80
CA                             20060501             2835.29                       555486.09             61.72000122
MD                             20060601             1873.89                       267801.11                      80
CO                             20060601               689.6                       111893.73                      80
OR                             20060501              575.52                           85000                      85
AZ                             20060501             1097.54                          198800                      80
TX                             20060601              1832.3                       258687.63             75.04000092
TN                             20060601              378.97                        54158.64             77.43000031
NV                             20060601             1262.08                          186400                      80
AZ                             20060601             1408.68                        219805.9                      80
KY                             20060501             1165.73                       166471.77                      80
NJ                             20060501             2292.52                       319546.84             74.41999817
RI                             20060501               478.5                        76941.17             34.22000122
GA                             20060601                 520                           76800                      80
CA                             20060501             2606.77                          455000                      65
KY                             20060501              573.13                        79886.71                      80
CA                             20060601             1954.79                          341200                      80
MD                             20060701             2867.35                          425600                      80
CA                             20060501             1869.71                       291483.09                      80
FL                             20060501              549.15                        80374.02                      70
CA                             20060501             2975.49                       528975.63                      80
FL                             20060501             1174.68                       167749.86                      80
OR                             20060601             1769.51                          287920                      80
AZ                             20060601             1770.42                       269273.59                      70
SC                             20060601              327.23                        46765.27                      90
FL                             20060501              831.04                       115835.73                      80
WA                             20060501              683.19                       109310.23                      80
GA                             20060601              709.33                          106400                      80
CA                             20060601             2330.12                       397825.71             56.86000061
TX                             20060501              553.88                           84400                      80
CA                             20060601                3068                          499200                      80
CA                             20060601              2614.9                       364742.39             73.44000244
CA                             20060601             1302.04                       215711.84                      65
MD                             20060601              2065.1                       310145.57                      80
OR                             20060601              614.16                        81697.87                      75
CA                             20060601              2812.5                          500000             47.61999893
CA                             20060501             2075.05                       307505.94                      80
WA                             20060401              630.65                        95746.71                      80
CA                             20060601                1180                          192000                      80
FL                             20060501              831.04                       115835.73                      80
FL                             20060601             2102.17                       319731.16                      80
TX                             20060501             1049.27                        151686.6                      80
AZ                             20060601             1286.55                       183863.45                      80
FL                             20060601              618.33                          106000                      80
CA                             20060601              1493.5                          247200                      80
TN                             20060601              445.75                        63702.17                      75
SC                             20060501               837.5                          134000                      80
CA                             20060501             2742.19                          487500                      65
CA                             20060601             2728.13                          485000             56.40000153
SC                             20060501             1103.64                       167716.91                      80
AZ                             20060501             2606.25                          417000             79.43000031
CA                             20060501             2256.25                          380000                      80
CA                             20060501             2709.38                          510000             58.95999908
FL                             20060501             3985.52                       569151.32                      75
FL                             20060501             1144.32                        171717.2                      80
TX                             20060601              958.42                          148400                      80
ID                             20060601             1034.84                       147890.16             79.94999695
CA                             20060601             3721.67                          616000                      80
FL                             20060601             1652.08                          260000                      80
MD                             20060501             1867.96                       287502.69                      80
KY                             20060501              673.13                        89485.35                      80
IN                             20060601              473.34                         63708.3                      75
OH                             20060501              511.49                        75798.21                      80
IN                             20060501              511.17                        70402.66                      75
KY                             20060501              752.37                        115799.7                      80
KY                             20060501              518.88                        79861.85                      80
IN                             20060501              475.47                        67898.74                      80
OH                             20060501             1851.01                       267590.89                      80
TN                             20060501             1149.73                       181570.23             79.08999634
TN                             20060501             1094.51                        168458.6                      75
IN                             20060601             1102.32                       159478.55             79.80000305
KY                             20060501             1027.23                       154146.14                      80
KY                             20060501              459.39                        72532.53                      79
TN                             20060501             1230.26                       159805.46                      80
FL                             20060501              885.54                       134572.85                      80
KY                             20060501              509.03                         72691.6                      80
IN                             20060501              461.05                        69186.07                      90
OH                             20060501             1063.79                       141327.26                      80
KY                             20060601              761.86                          119900             79.93000031
IN                             20060601              761.32                       104926.74                      75
IN                             20060501              415.39                        54583.84                      75
OH                             20060601              518.45                        75940.72                      80
IN                             20060601              646.42                        98317.33             79.34999847
IN                             20060601              425.68                        62351.32                      80
IN                             20060501              953.33                          176000                      80
IN                             20060501              464.28                        66301.13                      80
KY                             20060601              378.78                        58349.72             79.45999908
IN                             20060601              529.03                        71203.39                      75
KY                             20060701              856.44                          124000                      80
IN                             20060501              464.28                        66301.13                      80
KY                             20060701              696.23                           91600                      80
KY                             20060501              780.84                       110159.79                      80
OH                             20060601              651.67                        99116.66                      80
IN                             20060601              473.34                         63708.3                      75
IN                             20060501             1077.36                       163723.65                      80
IN                             20060501             1798.17                       247657.54                      80
KY                             20060601              738.65                         98257.3                      80
WY                             20060501              991.67                       131831.08                      80
HI                             20060301             1125.23                       183457.51                      75
CO                             20060601              949.55                       146273.95                      80
CA                             20060501             1447.53                        183787.5                      80
WI                             20060601               999.8                       148281.33             78.94000244
WI                             20060501              585.47                         87855.3                      80
CO                             20060401              874.83                          144800             78.26999664
CO                             20060501              2389.4                       395486.43             73.93000031
WY                             20060601             3557.93                       541144.99                      80
VA                             20060501             2262.22                       311569.15                      80
VA                             20060501             2790.59                       440699.58             64.93000031
FL                             20060601             3761.87                       579500.63             47.34999847
NJ                             20050501             1088.72                       159717.25                      95
VA                             20060501             2998.44                          479750                      95
VA                             20060601              867.03                       123907.97             78.48000336
VA                             20060601                2675                          428000                      80
TX                             20060501              1063.7                       163716.81                      80
HI                             20060701             2973.75                          468000                      80
NE                             20060401              734.19                       106050.73             79.98000336
OK                             20060601              933.45                       133400.93             69.98999786
TX                             20060601              931.33                       133097.15                      80
OK                             20060601              933.45                       133400.93             69.98999786
SC                             20060501              450.99                        64403.98                      75
SC                             20060601              417.76                        51891.64                      80
SC                             20060601              660.35                        96724.48                      80
AZ                             20060601             2475.94                          417000             77.37000275
SC                             20060501             1476.32                        213423.7                      75
SC                             20060501              435.59                        59992.03                      75
AZ                             20060501              664.25                        94836.31             48.72000122
TX                             20060501              410.67                        60105.79                      70
AZ                             20060501             1771.86                       269264.52                      80
AZ                             20060601              669.38                          102000                      80
IN                             20060501              865.43                       120628.93             79.98000336
AZ                             20060501              664.25                        94804.23             48.72000122
AZ                             20060401                1200                          180000             71.43000031
MO                             20060401              925.35                       145915.62                      80
AZ                             20060501             1354.91                          206463                      80
TN                             20060601              424.68                        59956.57                      80
IL                             20060601              431.42                        59459.05                      70
AZ                             20060601             1113.97                       141518.53                      80
MO                             20060501             1187.73                       180495.33                      80
TX                             20060401             1041.32                          163880                      80
AZ                             20060201             1153.42                       168405.92                      80
AZ                             20060601              909.58                          148000                      80
IL                             20060601              860.68                       136449.79                      75
TX                             20060601              631.35                        89135.44                      80
AZ                             20060501              928.13                          135000                      90
AZ                             20060601             1448.75                          228000                      80
TX                             20060501               736.2                       106343.63                      80
IA                             20060601              565.67                        77962.31                      80
AZ                             20060601              1426.4                        203848.6                      80
MO                             20060501              663.01                        82309.64             79.23000336
TX                             20060501              675.88                         83907.9                      80
TX                             20060601               960.5                       140690.17                      80
TX                             20060501              293.51                        39946.14                      80
TX                             20060401               472.2                           74313                      80
TX                             20060401               472.2                           74313                      80
CO                             20060401              815.38                       114682.89                      80
TX                             20060301              604.69                        75827.67                      80
TX                             20060401               775.3                       107989.38                      80
TX                             20060501              524.04                           82472             76.73999786
TX                             20060401               472.2                           74313                      80
CO                             20060401              815.38                       114682.89                      80
TX                             20060501              725.63                        91097.36                      80
TX                             20060301               626.4                        86151.84                      80
TX                             20060501              606.06                        80568.77                      75
TX                             20060401             1009.09                       119829.52                      80
TX                             20060401               472.2                           74313                      80
TX                             20060401               472.2                           74313                      80
CO                             20060401             1352.76                        197833.1             79.98999786
TX                             20060601              528.66                        67161.34             74.66999817
TX                             20060501              481.68                           75806             75.19999695
TX                             20060501             1312.51                       192098.91                      80
TX                             20060301               649.6                        89342.96                      80
TX                             20060601              514.85                           81026                      75
TX                             20060401               472.2                           74313                      80
TX                             20060601             1095.33                          198400                      80
TX                             20060601             2549.47                       387762.96                      75
TX                             20060401              484.35                        66661.17                      80
TX                             20060501             1170.93                       175710.64                      80
TX                             20060601              935.45                          157550             79.98999786
AZ                             20060601             9413.66                      1329037.38                      70
FL                             20060501             1374.53                       198708.19                      80
FL                             20060401             1208.24                       172411.33                      80
FL                             20060601             2044.53                          316573                      80
NC                             20060501              567.52                        83061.81                      80
FL                             20060601              845.83                          140000                      80
NC                             20060601              588.83                        83131.79                      80
NC                             20060501               556.6                        81464.32                      80
FL                             20050801               637.5                          120000                      80
FL                             20060401              842.16                       110591.95                      80
CA                             20060601             1938.49                       259469.84             54.74000168
CA                             20060601             1009.38                          190000             62.29999924
CA                             20060601             2188.33                          404000             84.16999817
CA                             20060601             1256.67                          208000             49.52000046
CA                             20060501              628.33                          116000             26.54000092
CA                             20060401             2649.03                       387405.71                      80
AZ                             20060601             2728.36                          399638             79.98999786
CA                             20060501             6550.24                       995419.82                      65
CA                             20060601             3281.03                       499030.36                      80
NV                             20060601             1436.22                        224102.1             79.98000336
CA                             20060401             1463.64                        249669.8             29.67000008
FL                             20060601             1446.67                          224000                      80
OH                             20060601             1952.89                       297025.25                      80
NY                             20051101             1390.11                       233009.04             62.66999817
TX                             20060301              453.75                        67132.64                   85.25
NY                             20051201             1297.65                       205282.25                      80
FL                             20060401             3326.51                       498763.29             65.36000061
MA                             20060501             2494.77                       393984.43             79.90000153
PA                             20060501              349.79                        46500.42                      80
CT                             20060501              956.67                          164000                      80
NJ                             20060501                 825                          120000                      75
NY                             20060501              1261.3                       191676.48                      80
CT                             20060601              1937.5                          300000                      80
NY                             20060501             1470.68                       243550.26                      65
PA                             20060601              460.47                        67447.34                      75
NY                             20060601              421.27                        58060.01                      70
MA                             20060501             1787.49                       237625.52                      70
CT                             20060501              441.07                        57957.61                      70
CT                             20060601                2632                       362750.19             78.91000366
TX                             20060601              712.03                       106936.28                      80
OK                             20060401              552.54                        79816.26                      80
TX                             20060501              600.32                        87862.28                      80
OK                             20060501              819.83                       125573.35                      80
OK                             20060401              424.75                        67016.76                      80
MD                             20060501             1611.93                       224681.36                      75
MD                             20060601             1691.67                          280000             75.87999725
NC                             20060601              959.83                       140590.23             79.98999786
MD                             20060401             6961.72                         1172500                      70
NC                             20060601             1101.84                          167900             79.98999786
MD                             20060601              2042.5                          344000                      80
MD                             20060501             1731.48                          268100             74.98999786
MD                             20060501              885.86                       160456.82                      75
NC                             20060501             1115.31                          178450             79.98999786
MD                             20060501               331.1                        50315.06                      80
VA                             20060601                2415                          386400                      80
MD                             20060501                1525                          240000                      80
MD                             20060501              420.77                        63942.05                      70
MD                             20060501               331.1                        50315.06                      80
MD                             20060401              594.92                           96800                      80
MD                             20060601                1045                          176000                      80
NC                             20060601              2315.5                       356692.63                   63.75
VA                             20060601              1953.3                        259834.2                      80
VA                             20060501             6950.19                       992520.01                      70
MA                             20060601             1496.88                       203863.12                      80
VA                             20060601             1440.76                       211035.24             78.22000122
MD                             20060601             1236.67                          224000                      80
MD                             20060501              991.48                       138823.53                      80
NJ                             20060501             2351.55                       366600.17                      65
MD                             20060501              1873.9                       267600.97                      80
CT                             20060601             1024.05                       151878.45             67.55999756
RI                             20060401             1339.87                       235666.16             79.19000244
MA                             20060601             1600.78                       249778.55             64.09999847
MA                             20060501             1989.14                       287560.37                      80
NH                             20060501             1061.37                       167615.57                      80
MD                             20060601             1002.98                       139901.19                      80
MA                             20060501             1846.65                       295450.24                      80
VA                             20060601             1363.13                       187870.62                      80
MA                             20060501             2046.53                       299530.53             56.29000092
RI                             20060501             1352.28                       179769.65             78.94999695
MD                             20060501             5098.96                          890000             69.52999878
FL                             20060501              389.16                        59896.39             36.36000061
FL                             20060601             1099.01                       173717.81                      65
VA                             20060601             1856.25                          324000                      80
MD                             20060501             2327.73                          378750                      75
MD                             20060401             1684.69                          299500                      80
VA                             20060501              367.19                           70500                      75
FL                             20060501             3490.83                          472000                      80
AZ                             20060601              942.45                          164500                      70
VA                             20060401              1757.2                          295950             79.98999786
MD                             20060401             1135.17                          178650             74.98000336
NC                             20060501                 560                           96000             74.91999817
FL                             20060601              889.31                       131894.44                      75
MA                             20060301             1604.19                       205757.66                      75
IL                             20060601              656.91                          100100             74.98000336
NM                             20060601              758.27                          112460             74.98999786
AL                             20060601              667.19                          105000                      75
VA                             20060501             2294.91                          349700                      80
NM                             20060601              762.65                       113109.48             74.98999786
GA                             20060401             1328.91                          202500                      75
AL                             20060601              667.19                          105000                      75
MD                             20060601              4867.5                          792000                      80
AZ                             20060201             1966.93                          309550                      80
CA                             20060401             3818.84                       572580.23                      70
TX                             20060401              678.24                        97974.46             79.83999634
MA                             20060201             1159.48                       175750.04             78.44000244
FL                             20060201             1757.45                       215416.45                      80
NV                             20060301             1677.01                       274918.71                      80
TX                             20060401              426.23                        54701.87                      80
KS                             20060201              339.55                        50196.09                      80
WI                             20060301              830.36                       125971.57                      80
UT                             20060401             2350.16                       356843.18                      80
CO                             20060401             1106.55                          196720                      80
MO                             20060401              875.91                       140007.81                      80
TX                             20060101              464.04                        63731.38                      80
NH                             20060501             1880.52                       295950.24                      80
IL                             20060301                1479                       187461.84                      80
PA                             20060401              698.17                        94399.99                      80
TX                             20060501             1148.31                       174505.46                      80
VA                             20060401              955.93                       161103.29                      80
MI                             20060301              484.35                        66614.28                      80
OH                             20060301              618.75                          108000                      80
OR                             20060401             1412.76                       201597.33             69.98999786
NM                             20060201             1031.27                       158283.49             76.44000244
WI                             20060301              830.36                       125971.57                      80
FL                             20060601             1013.56                       143096.36                      80
MD                             20060401                1935                          344000                      80
AZ                             20060501              994.57                       143780.19                      80
MD                             20060601             1711.86                       217474.81                      80
CA                             20060601             3318.75                          540000                      80
MD                             20060501                2700                          432000                      80
NV                             20060501             4401.04                          650000             66.66999817
NC                             20060401             1468.43                       225811.91                      80
HI                             20060501             1490.64                       232388.09                      80
WA                             20060501             4093.06                       599061.06                      80
AZ                             20060401             1772.07                       269066.22                      65
NJ                             20060601             1202.13                        171796.9                      65
NJ                             20060601             2438.73                       375676.27                      80
MD                             20060601                2100                          320000                      80
MD                             20060601             1753.44                          271500                      75
NJ                             20060701             2403.55                          348000                      80
FL                             20060701              709.48                          108000                      80
NJ                             20060501             1208.25                        172542.7                      80
NY                             20060501             2395.09                        359408.1                      80
FL                             20060601             1444.29                       201457.71                      63
MD                             20060501              1620.1                       254966.25                      75
NJ                             20060401                1820                          312000                      65
MD                             20060601             1931.16                          303920                      80
GA                             20060401              685.08                       100188.53             72.76999664
GA                             20060501              704.82                       102688.76                      75
GA                             20060301              955.31                       155751.65                      80
CA                             20060401             2377.57                       456493.33             58.59000015
IN                             20060601             1077.92                          169640                      80
NY                             20060401              2667.5                       380645.31             69.36000061
FL                             20060501              626.98                          115750             64.66000366
NJ                             20060501                1783                       254620.32                      75
NY                             20060401             3413.17                       538527.55             69.68000031
NJ                             20060401                2049                       319148.32                      80
CA                             20060601              778.32                       119896.68                      80
PA                             20060401              946.28                       163875.73             74.93000031
PA                             20060401             1264.59                        215612.9                      80
PA                             20060401              1083.1                       184755.62             74.59999847
AZ                             20060601             1409.93                       199055.82                      80
CA                             20060701             3192.59                          468000                      80
MO                             20060201              639.97                       100787.35                      75
NY                             20060501             1647.74                       232461.95                      80
MA                             20060601             2165.96                       313361.37                      80
NY                             20060601             2330.31                       341333.52                      80
CO                             20060601             1346.57                        202234.1                      80
VA                             20060701                3575                          624000                      80
CO                             20060601               997.5                          152000                      80
MD                             20060601             3701.17                          670400                      80
KY                             20060601              658.33                       101412.61                      70
OH                             20060601               715.7                        99829.49             79.91999817
AZ                             20060601             1570.75                          247200                      80
AZ                             20060601             2751.02                       383728.98                      80
AZ                             20060601             1110.05                       164632.24                      80
KS                             20060501              787.34                       109744.36                      70
FL                             20060501             1727.71                       301563.96                      80
FL                             20060601            10755.21                         1750000             64.15000153
FL                             20060501             1591.25                          268000                      80
FL                             20060501             1643.33                          272000                      80
FL                             20060601              852.68                       117519.07                      80
FL                             20060201              478.52                        68179.85                      75
AL                             20060501              695.61                        94672.36                      80
SC                             20060601              518.98                        64464.77                      75
SC                             20060501             1957.24                       279503.22                      80
FL                             20060501             2289.09                          354440                      80
GA                             20060501              558.39                        84831.49             61.59000015
SC                             20060601              404.73                        50272.52             75.06999969
GA                             20060501              888.42                       125337.74                      80
SC                             20060501              991.17                       146884.02                      80
FL                             20060501              829.85                       122977.42                      65
GA                             20060601              603.92                        93031.84                      80
GA                             20060401             2635.45                       334417.55                      80
SC                             20060601              389.52                        48383.56             71.19000244
GA                             20060601             1169.17                       161139.03                      75
SC                             20060601              594.55                         83939.2                      80
FL                             20060601             1833.19                       258812.54                      70
SC                             20060601              773.56                       111914.77                      80
SC                             20060601              777.27                       107126.23                      80
SC                             20060501                 825                          132000                      80
SC                             20060601              404.32                        50222.56                      75
GA                             20060601              425.33                           70400                      80
SC                             20060501              412.23                        52937.19             75.70999908
SC                             20060601              900.47                       131897.03                      80
SC                             20060601              814.68                        101194.7                      75
SC                             20060601               470.7                        58468.05                      75
SC                             20060501              504.69                        66317.17                      80
AZ                             20060301             1491.07                          260260                      80
TX                             20060601              994.48                       139218.91                      80
MD                             20060401             2510.61                       415549.55             79.98999786
UT                             20060401             1305.22                          219827                      80
NV                             20060501             1259.92                       201586.86                      80
FL                             20060501             1352.28                       179769.65                      90
GA                             20060501              541.84                        87832.55                      80
GA                             20060301              792.73                       111672.64                      80
NC                             20060301             1152.56                       179359.48                      80
GA                             20060501             1097.55                       152983.04                      80
GA                             20060501             1115.01                       165234.51             79.98999786
NC                             20060601              796.27                       112418.57                      75
FL                             20060701             3105.51                          485000             56.40000153
NC                             20060501               821.5                       112085.32             89.98999786
NC                             20060501              610.86                        83137.91                      90
NC                             20060601              873.18                       117523.07                      80
GA                             20060401              419.97                        64581.81                      70
FL                             20060401             1245.72                       175615.41                      80
GA                             20060501             2643.61                       372957.62                      80
FL                             20060501              2346.3                       315585.16                      80
GA                             20060501             1031.25                          180000             76.59999847
GA                             20060501              901.52                       119846.43                      80
GA                             20060501              641.64                        92758.18             69.94999695
FL                             20060501              912.73                       131948.26             64.97000122
FL                             20060601             1981.21                       286631.72             74.98999786
GA                             20060501              884.07                        127804.6                      80
SC                             20060601              883.46                       126256.23             79.97000122
GA                             20060601             3852.67                       593488.58                      90
NC                             20060401             2418.49                        328932.1                      80
GA                             20060601              752.23                       104908.07             76.36000061
GA                             20060501              845.52                       125298.68             79.98999786
FL                             20060601             3261.47                       515533.53             55.47999954
GA                             20060401             2979.27                       400457.24                      75
GA                             20060601             2470.06                       375684.11                      80
FL                             20060501             1075.85                       151779.26                      80
GA                             20060501             1796.05                       236005.23             89.98000336
GA                             20060401              483.86                        69044.96                   77.75
GA                             20060501              1294.2                       182584.48             79.98999786
GA                             20060501             2036.99                       267665.69                      80
GA                             20060601              632.72                        92677.64             70.80000305
FL                             20060701                4095                          728000                      80
GA                             20060601              881.68                        115927.9                      80
FL                             20060501             7899.93                      1215896.75             74.94999695
GA                             20060401             2955.44                       478626.55             78.05000305
NC                             20060501             1116.71                       174091.39                      80
FL                             20060601             2921.88                          550000             56.40999985
NC                             20060501              655.77                        92515.46             74.98999786
GA                             20060501             1252.74                       166536.61             89.98999786
FL                             20060301             1148.51                       157959.64                      80
GA                             20060601                4125                          720000                      80
FL                             20060601             1270.03                          196650                      80
NY                             20060601             2146.21                       295796.29                      80
VA                             20060601              1654.3                        205487.7                      80
FL                             20060601             2680.27                       407657.23                      80
FL                             20060401              943.94                       134697.54             77.13999939
CA                             20060601             1125.59                       164871.28             30.95999908
CA                             20060501                2900                          480000                      80
FL                             20060201             3917.21                       532034.95             71.18000031
NY                             20060601             11917.6                      1724187.04                      70
IN                             20060601              551.25                           98000                      80
OH                             20050901              961.25                       160806.25                      65
IN                             20060601              510.75                           90800                      80
OH                             20060401             2958.24                       460770.38             45.29000092
IN                             20060601              551.25                           98000                      80
IN                             20060601              588.93                        90721.82                      80
IN                             20060601              551.25                           98000                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              701.69                       108091.85                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              551.25                           98000                      80
IN                             20060601              608.54                          108185                      80
OH                             20051201             3286.76                        516655.4                      80
IN                             20060601              608.53                       108183.54                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              588.93                        90721.82                      80
IN                             20060601              551.25                           98000                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              608.54                          108185                      80
IN                             20060601              510.75                           90800                      80
OH                             20051001              953.76                       157791.53                      65
IN                             20060601              608.54                          108185                      80
UT                             20060601              983.28                          162750                      75
UT                             20060601              584.12                        80283.96                      76
UT                             20060501              626.22                        91886.73                      65
UT                             20060501             1884.54                          291800             77.79000092
FL                             20060401              801.19                       115733.57                      80
MN                             20060601              746.48                          113750                      70
TX                             20060601              838.09                       110196.47                      75
TX                             20060601               611.6                        86347.46             73.84999847
TX                             20060601              759.69                        98740.14                      80
TX                             20060601              547.66                        82250.53                      80
TN                             20060601              778.23                        111217.4                      70
TX                             20060601             1186.09                       165443.15                      80
CA                             20060501             1890.62                          330000             64.95999908
TX                             20060601             1191.41                       172368.75                      75
TX                             20060601              635.42                           91930                      80
MN                             20060601             1157.84                       176101.93                      75
TX                             20060601              420.67                           70850                      65
AL                             20060501              739.04                       112310.44                      75
TX                             20060601              414.48                        58517.62                      80
TX                             20060601              422.98                        55615.41                      70
TX                             20060501             1043.74                       143751.21             79.98999786
CA                             20060501             1139.72                        162757.3             79.51000214
WA                             20060501              563.33                          104000                      80
NV                             20060601              863.28                          127500                      75
AZ                             20060601                 987                          169200                      80
SC                             20060401             7927.29                      1117552.65                      70
GA                             20060401             6906.75                       997703.19             61.72999954
IL                             20060501              1596.3                        233633.8             86.34999847
WI                             20060501             1064.22                       161727.04                      80
MN                             20060501              4014.5                          621600             78.19000244
WA                             20060601              720.38                       105516.62                      80
GA                             20060501              862.27                        126202.2                      80
TX                             20060501              600.94                        84779.71                      80
IL                             20060601              1242.5                       177568.13             79.98999786
WA                             20060501              500.64                        71493.39                      80
TX                             20060501              697.87                       102139.91             79.98999786
TX                             20060401             1318.78                       200241.14             79.98000336
TX                             20060501              485.08                         71884.5                      80
WA                             20060601              959.36                          167452                      80
FL                             20060601             1242.09                       184216.57                      80
WA                             20060601              718.51                       102683.74                      80
IL                             20060601              830.63                          132900                      80
TX                             20060601              939.74                       134300.26                      80
CO                             20060601              609.66                          100909                      80
WI                             20060601              676.29                        94333.38                      80
AZ                             20060701              1533.3                          222000             79.86000061
GA                             20060501               472.5                           72000                      80
MN                             20060601              667.44                       101514.64                      80
MN                             20060501             1079.03                       154090.22                      80
MN                             20060501             1011.81                       155730.62                      80
FL                             20060601               589.5                        87430.03                      70
MO                             20060401              615.31                        87632.93             73.33000183
MN                             20060601             1244.48                       209597.34                      80
MN                             20060601             1566.24                       223733.76                      80
IL                             20060401             1793.49                       253561.46                      95
MD                             20060501             1550.35                       235602.33                      80
TX                             20060601              790.38                       118702.62                      80
TX                             20060501               626.5                        89466.58                      80
TX                             20060501              395.87                        49146.06                      80
TX                             20060501              496.37                           74456             79.33999634
TX                             20060601              735.23                       111825.98                      80
FL                             20060601              462.39                        69443.03             73.94000244
MD                             20060601              465.59                        68196.75                      65
TX                             20060501              894.44                       127729.53                      80
TX                             20060601             3139.33                       381402.17                      80
TX                             20060401              708.96                       107646.43             79.34999847
TX                             20060601             1674.19                       248301.28                      70
TX                             20060601              420.43                        63946.24                      80
TX                             20060401              631.57                        81055.13                      80
TX                             20060601              440.26                        59959.74             70.58999634
TX                             20060601              2537.7                        371709.8                      80
TX                             20060601              289.25                        32945.42                      80
TX                             20060601               505.3                         62765.7                      80
TX                             20060501             1342.52                       196491.64                      80
TX                             20060501              995.98                       145771.52                      80
TX                             20060601              547.88                        70398.41                      80
TX                             20060401              366.88                        49898.67             66.66999817
TX                             20060501              236.93                        28770.02                      90
NC                             20060301              490.73                        74446.79                      90
NC                             20060601             2735.07                       395698.68                      80
CO                             20060601                1035                          165600             79.23000336
CA                             20060601             3631.23                       573980.65             57.45000076
CO                             20060601                1204                          206400                      80
MA                             20060501             1285.92                          189920                      80
CA                             20060201             2273.23                       358006.65             63.65000153
NM                             20060601              666.67                          100000                      80
NM                             20060601              804.42                       120663.65             79.90000153
NY                             20060501              657.68                        79525.62                      80
FL                             20060401              570.83                        85587.78                      65
NC                             20060601             3275.42                       504382.21             59.40999985
CA                             20060401             4306.25                          780000                      65
FL                             20060401              756.78                       113468.65                      65
CA                             20060401             2373.97                       347180.66                      80
ME                             20060401               805.5                       114640.01                      80
TX                             20060501              721.44                        98187.62                      80
CA                             20060601             6145.83                         1000000             66.66999817
FL                             20060401             1081.12                       162098.06                      65
WA                             20060501             1381.25                          204000                      80
MA                             20060601              961.62                       127918.38                      80
FL                             20060401             1340.58                       201001.61                      65
WA                             20060501             1381.25                          204000                      80
ID                             20060401               790.5                          122400                      80
CA                             20060501             4756.37                       671024.17                      80
GA                             20060501              571.53                         86853.4             64.44000244
GA                             20060401               718.3                       103761.14             73.23999786
NC                             20060401              992.63                       148830.96                      80
GA                             20060401              888.84                       133269.55             77.66999817
GA                             20060501              523.16                         66423.2             78.23999786
GA                             20060501               845.9                       123526.48                      80
GA                             20060401              928.27                       134007.22                      70
GA                             20060401              856.81                       125304.05                      80
GA                             20060301             1134.22                        157868.7                      80
IL                             20060501              621.09                        87622.57                      65
MO                             20060601              351.68                        44175.22                      65
IN                             20060601             1496.33                          214400                      80
IN                             20060501               536.7                        69715.14                      80
TX                             20060401              818.38                       113989.55                      70
FL                             20060501              764.42                       107843.16                      80
MI                             20060501             1378.51                       206857.83                      80
TX                             20060401              332.08                        50560.42                      80
AR                             20060501             1106.08                        143675.1                      70
MO                             20060301             1032.45                       167991.62                      70
FL                             20060701             1238.32                          188500                      65
FL                             20060601              871.47                       115926.03                      80
FL                             20060701             4883.23                          650000             73.02999878
FL                             20060401             1298.77                       176540.67             76.95999908
VA                             20060601             1922.84                       274795.91             76.38999939
FL                             20060601              1006.4                       138704.48                      80
FL                             20060601              1732.5                          252000                      80
FL                             20060401              1630.4                       241415.98             79.98000336
FL                             20060501              719.55                          127920                      80
IL                             20060601              466.29                        62758.92                      80
FL                             20060601             5536.18                       719563.82                      80
FL                             20060601             1215.64                       171625.69                      75
KY                             20060601             2097.65                       299777.35                      80
FL                             20060601             2369.35                       315178.89                      80
AL                             20060701             3329.02                          488000                      80
IL                             20060601              380.51                        53721.09                      80
FL                             20060601             3220.42                          524000                      80
TN                             20060501              884.06                       127804.62                      80
FL                             20060401             1089.64                       167547.71                      80
GA                             20060401             1101.33                       171542.24                      80
FL                             20060401             3723.96                          650000             77.37999725
OH                             20060401             1429.84                       209106.51                      80
NJ                             20060501              913.05                       128812.68             79.62999725
MI                             20060501             1165.59                        166451.8             79.98999786
MA                             20060501             1524.17                          248000                      80
NV                             20060501             5520.83                         1000000             64.94000244
NV                             20060601             1336.46                       193352.76                      80
CA                             20060601             2774.31                       416658.19             64.65000153
NV                             20060501               847.5                       115344.48                      70
CT                             20060401             1160.82                       157879.42                      70
RI                             20060401              1673.8                        214816.1                      80
NH                             20060401              842.87                       149843.75                    37.5
CT                             20060401              911.96                       117040.82                      70
AR                             20060601               781.4                        110320.1                      80
OK                             20060401              671.64                         93550.2                      75
NC                             20060601              566.02                           86250                      75
AR                             20060601              443.43                        67443.29                      75
OK                             20060401              671.64                         93550.2                      75
TN                             20060501              726.83                       110453.56             77.91999817
AR                             20060601              628.52                        88735.73                      80
NC                             20060601              671.84                          102375                      75
OK                             20060401              671.64                         93550.2                      75
NJ                             20060601               543.8                        74948.39                      75
NJ                             20060601                 571                         78695.8                      75
CA                             20060501             4434.15                        648982.8                      65
CA                             20060501             7193.33                         1079000                      65
CA                             20060601             1878.34                       289350.66                      80
CA                             20060601             5372.58                       849231.59             51.52000046
NV                             20060401              1059.4                       132924.38             90.02999878
CT                             20060301              379.25                        59781.25             70.58999634
NC                             20060501              830.43                       107868.68                      80
NC                             20060501             1790.39                       243671.47                      80
WA                             20060401                1350                          216000                      80
GA                             20060101              456.68                           82720             79.98999786
TX                             20060401              755.15                       107758.05                      80
AZ                             20060301              739.11                       122298.11                      70
TX                             20060301              697.57                       107176.46             79.97000122
AZ                             20060601                1525                          244000                      80
CA                             20060101             1958.37                          318650             74.98999786
WA                             20060601              656.25                          100000                      80
NC                             20060601              514.96                        63965.04                      80
CA                             20060401             1873.22                          339300             79.98999786
SC                             20060601               449.5                           69600                      80
CO                             20060501              870.72                       115751.67             79.98999786
FL                             20060601             1016.66                       163537.67                      80
OH                             20051101              430.83                        87999.99                      80
MD                             20060401              1975.5                          351200                      80
AZ                             20060301             1583.81                       262067.36                      70
CT                             20060301              748.58                       122717.33                      80
CA                             20060501             1260.89                       175750.75                      80
CT                             20060101              311.94                        49360.02             43.47999954
CA                             20060601             4082.03                          712500             74.61000061
TX                             20060401              687.48                        93501.14                      80
GA                             20060601             1602.37                       231823.46                      80
CO                             20060401                1470                          224000                      70
CA                             20060101             1759.21                       318648.78             74.98999786
TX                             20060101                 554                        88299.89                      80
WA                             20060601             1275.31                       169510.99                      80
CA                             20060601              1667.5                          276000                      80
CO                             20060501             1642.87                          303300                      80
IL                             20060401                2625                          360000                      80
SC                             20060501              361.15                           55920                      80
TX                             20060501              585.67                          100400                      80
GA                             20060501             2355.33                       443355.56             68.22000122
GA                             20060601              969.22                       145560.58                      80
AL                             20060501              492.53                        72087.01                      95
GA                             20060401              706.23                       112883.77                      80
TX                             20060501              716.87                       110999.99             79.29000092
NV                             20060601             1531.25                          210000                      80
TX                             20060501             3881.19                       547553.72             79.98999786
GA                             20060401             1224.25                          199200                      80
TX                             20060501              594.45                        98391.99                      80
TX                             20060401             1376.93                       209068.67                      80
TX                             20060501              716.87                       110999.99             79.29000092
TN                             20060501              629.21                        89854.02             74.98999786
VA                             20060401              5512.5                          980000                      70
AL                             20060601              379.18                        54858.23             78.54000092
AL                             20060601               518.4                         70602.6                      90
TX                             20060501              716.87                          111000             79.29000092
TX                             20060601              654.89                        95925.11                      80
CO                             20060501             2168.84                          335820                      80
CO                             20060601              4148.7                       647348.36                      80
NV                             20060601             1574.89                       235924.69                      80
TX                             20060601             2809.41                       416666.53             78.68000031
TX                             20060401             2075.05                       307256.71                      80
NJ                             20060501             2840.37                          439800             79.98999786
MD                             20060501              1098.9                       147805.72             79.98999786
VA                             20060501             2581.69                          393400             79.98999786
MD                             20060601             2159.72                          329100             79.98999786
MD                             20060501              2373.2                          379712                      80
VA                             20060601             3266.02                       503116.45                      80
MD                             20060501             1714.14                       236084.55                      75
MD                             20060701             4581.28                          676620                      80
NC                             20060601              934.31                       136853.16                      80
PA                             20060601             3296.72                          486900             79.97000122
NJ                             20060601             2857.47                          449700                      80
NJ                             20060501              1255.5                          194400                      80
MD                             20060601             3470.65                          546200                      80
SC                             20060501              851.75                       117309.79                      80
MD                             20060601             4005.04                       572366.91                      80
NJ                             20060601             3075.67                          461350                      80
MD                             20060601             2946.67                          442000             79.98000336
NJ                             20060501              1290.7                          199850                      80
SC                             20060601             1534.78                          254032                      80
MD                             20060601             3323.17                          514556                      80
PA                             20060601              3533.7                       492901.87                      80
TN                             20060601             1493.52                       213441.48                      80
GA                             20060301              429.24                        59031.87             78.93000031
FL                             20060501              629.87                         87795.5                      80
FL                             20060601              864.61                          131750                      80
GA                             20060601              828.63                       120739.23                      80
GA                             20060501             2519.75                       355483.03                      80
CA                             20060501             2531.21                       321378.41                      75
FL                             20060601              866.25                          132000                      80
SC                             20060501              681.74                        97354.84                      65
AZ                             20060501             6162.66                       969991.81             64.36000061
AZ                             20060601             3383.18                       514567.34             54.79000092
AZ                             20060601             2005.95                       279802.38                      80
AZ                             20060601                 820                          131200                      80
AZ                             20060601             4865.63                          778500             79.44000244
FL                             20060601             1370.46                       195854.54                      80
PA                             20060501             1306.23                       203639.05                      80
PA                             20060401             1051.18                       157609.19             84.48999786
PA                             20060601              576.15                        82338.85                      80
GA                             20060501              629.55                          111920                      80
GA                             20060501              808.88                        129420.9                      80
GA                             20060401             1093.01                       155969.79             79.38999939
GA                             20060401              558.25                           92400                      80
GA                             20060501              746.36                       100373.08                      80
GA                             20060501             1219.33                          198400                      80
GA                             20060401              610.38                          110560                      80
GA                             20060401              612.28                          103120                      80
GA                             20060401              797.98                          144540                      80
GA                             20060401              973.75                          164000                      80
GA                             20060601              759.53                          127920                      80
GA                             20060401              430.18                           77920                      80
GA                             20060601             1042.22                       166747.72                      80
GA                             20060401              1144.2                       189385.28                      80
GA                             20060401              1005.9                       150821.04             67.62999725
GA                             20060501               393.3                        59931.55                      80
GA                             20060401             1172.62                       190798.38                      80
GA                             20060501              526.66                           87172                      80
GA                             20060401              878.21                       125318.62                      80
GA                             20060501              451.61                           74750                      65
GA                             20060501             1122.72                       149252.75                      80
GA                             20060501              744.34                          119095                      80
GA                             20060401              569.33                           89600                      80
GA                             20060601               869.5                       119837.48                      80
GA                             20060601              812.55                       114716.91                      80
GA                             20060501               992.2                          151192                      80
GA                             20060501               625.8                        89366.74             79.98000336
GA                             20060601             1415.15                        202241.8                      80
GA                             20060501               407.3                        61894.53                      80
GA                             20060301              604.37                        90924.74             79.44999695
GA                             20060601             1215.16                       167476.66                      80
GA                             20060401             1334.88                       202684.92                      80
GA                             20060501             1191.54                       181074.36                      80
GA                             20060601             1199.04                       171356.74                      80
GA                             20060501              918.69                        122128.5                      80
GA                             20060501              741.02                       112609.92                      80
GA                             20060601              774.06                       122353.29                      80
GA                             20060401             1930.91                       282385.57                      80
GA                             20060501              740.03                          131560                      80
NC                             20060501              753.95                          124792                      80
GA                             20060601              708.75                       105115.88                      80
GA                             20060301              829.48                       114081.96                      80
GA                             20060401             1252.31                        185431.4                      80
GA                             20060501              950.95                       140923.58                      80
GA                             20060501              833.45                        128278.1                      80
GA                             20060601              861.82                       127817.71                      80
GA                             20060601             1190.86                          181464                      80
GA                             20060601              844.09                       120630.41                      80
GA                             20060401              513.33                           88000                      80
GA                             20060401              782.05                       114370.08                      80
GA                             20060601              646.47                        93528.78                      80
GA                             20060501             1155.12                          191192                      80
GA                             20060501              1074.5                          171920                      80
GA                             20060501              817.75                          126620                      80
GA                             20060401             1129.87                       171556.02                      80
GA                             20060601             1341.84                       196546.56             79.98999786
GA                             20060401              855.01                       136667.17             79.98000336
GA                             20060601                 550                           96000                      80
GA                             20060501              981.85                       138518.56                      80
GA                             20060601             1059.11                       159061.51                      80
GA                             20060401               410.2                           70320                      80
GA                             20060601              638.95                        91313.18                      80
GA                             20060401             1050.77                          162700             79.98999786
GA                             20060501             1019.77                          157900             79.98000336
GA                             20060601              684.88                       106865.63                      80
GA                             20060501              529.82                         94189.9             79.02999878
GA                             20060201              955.84                       137858.97                      80
NC                             20060401              606.91                        112045.5                      70
FL                             20060501              887.14                       128248.92                      80
GA                             20060501              1315.1                       194886.87                      80
GA                             20060501             1035.83                          177571                      80
NC                             20060601              898.49                       128404.64             77.41000366
GA                             20060601              805.99                        111083.5                      80
IL                             20060601             1170.17                          190400                      80
CA                             20060601             6320.68                       999095.99                    62.5
HI                             20060601             2455.83                       359719.17                      80
CA                             20060501             4162.02                       648711.13             44.83000183
CO                             20060701              852.72                          125000             15.92000008
CA                             20060601              632.07                         99909.6             43.47999954
FL                             20060501             1374.48                          227500                      65
CA                             20060501             1994.44                       306969.01             41.54999924
CA                             20060501             1317.71                          230000             60.52999878
RI                             20060601             1268.28                       188099.45                      75
MI                             20060201              400.86                         59258.7                      70
TX                             20060201             1271.31                       161128.28                      80
MO                             20060401              751.09                        94240.06                      80
TX                             20060501             1129.92                       171710.17                      80
TX                             20060401              707.83                       103515.69                      80
IL                             20060601              960.73                       126321.44                      80
TX                             20060501              454.64                        61876.58                      80
IL                             20060401             1676.83                       222770.07                      80
OR                             20060401             1092.08                       153955.84                      80
TX                             20060501               689.9                       110378.61                      80
TX                             20060401               610.6                        85048.37                   77.25
AZ                             20060601              1073.1                       147898.15                      80
OK                             20060501             1415.21                       202013.32                      80
AZ                             20060501                 855                          144000                      75
TX                             20060501              655.06                       104804.99                      80
TX                             20060601             1126.45                       168746.13                      80
TX                             20060501              667.01                        91864.96                      80
TX                             20060501             1523.05                       193376.42                      80
TX                             20060501              679.75                        97071.25             79.51000214
NV                             20060401            10461.59                      1588463.26                      65
CA                             20060501             2375.99                       319579.94                      80
GA                             20060601             1514.06                          255000             71.83000183
GA                             20060501             3583.13                          637000             60.66999817
FL                             20060601             1132.71                       163875.21                      80
GA                             20060501              724.63                          114040                      80
FL                             20060501             1115.32                       151795.34                      80
GA                             20060401             2817.95                        406658.4             79.22000122
TN                             20060501             4010.42                          770000             64.16999817
GA                             20060601                1200                          192000                      80
GA                             20060601              1108.5                          177360             79.98999786
GA                             20060501              706.41                          102750                      75
GA                             20060601             1841.67                          340000                      80
GA                             20060601              2914.7                       454798.38                      80
GA                             20060701             2650.08                          519200                      80
GA                             20060401             1297.23                       189712.27                      80
AL                             20060401              854.28                       126493.98                    79.5
GA                             20060501              704.01                       103038.49             76.44000244
GA                             20060601              880.01                       128899.36                    64.5
TN                             20060601              905.98                       127907.35                      80
GA                             20060601             1002.49                       148681.01             77.91000366
GA                             20060601              559.37                        79940.63                      80
IN                             20060401              657.55                        97360.48             78.70999908
GA                             20060501              562.06                           78200             79.80000305
GA                             20060601              2400.3                       394656.05                      80
VA                             20060601                 700                          112000             77.23999786
GA                             20060601             2522.33                          432400             79.33999634
OH                             20060601              381.25                           55158                      80
TX                             20060501              661.46                        94459.14             79.97000122
TX                             20060501              523.01                        74688.63                      80
TX                             20060501              828.12                       107569.04             79.97000122
TX                             20060501              792.75                       102974.64             79.97000122
TX                             20060501             1006.87                       143785.59                      80
TX                             20060601              514.62                        73545.38                      80
MO                             20060601              622.59                          103050             79.98000336
TX                             20060601              751.27                        99936.23                      80
TX                             20060601              690.82                        98726.68                      80
TX                             20060501              794.28                       114824.44             79.30999756
TX                             20060601              344.57                         43774.8             79.91999817
TX                             20060501              756.61                        98280.29             79.94000244
TX                             20060501              803.51                       104372.95                      80
TX                             20060601              717.65                       105117.93                      80
TX                             20060501              520.22                        74289.21                      80
TX                             20060601              901.52                       119923.48                      80
TX                             20060601             3494.79                          550000             73.33000183
TX                             20060501              708.65                       101199.11             79.98000336
TX                             20060601              587.34                        83937.66                      80
LA                             20060501              656.14                        94854.98             79.16999817
TX                             20060501              821.97                       106770.02             79.98999786
CA                             20060601             4921.88                          787500                      75
AZ                             20060601             1719.08                       251803.42                      80
IL                             20060601              775.18                       117900.86             64.83999634
IL                             20060601              668.16                        94331.67                      80
IN                             20060601             1224.55                       188637.45             79.66000366
FL                             20060501              769.53                       103503.94                      80
GA                             20060501              951.31                       139233.77                      80
GA                             20060501             1244.75                          199160                      80
GA                             20060601             1397.36                       192587.37                      80
VA                             20060501              4360.8                          606720                      80
AZ                             20060601             2304.28                       299498.45                      80
MI                             20060201              1402.5                       181697.37             79.97000122
GA                             20060601             1747.64                       272695.19             79.98000336
NV                             20060601             2670.75                       376776.05                      80
NC                             20060601             2950.86                       437645.74                      75
FL                             20060601             1069.22                       158577.09                      80
VA                             20060601             5594.12                       744150.18             70.94000244
AZ                             20060601             1003.49                       148828.89                      80
VA                             20060601             3141.67                          520000                      80
NM                             20060501             1211.77                       168904.47                      80
AZ                             20060401             3062.84                       447922.88                      95
PA                             20060601             1925.59                       256148.56                      80
AZ                             20060601             3126.11                          447920                      80
NV                             20060501              1996.3                        285080.9                      80
FL                             20060501             1131.88                          190632                      80
FL                             20060601                1985                          290753                      80
AZ                             20060601             5328.57                       761513.42                      80
NV                             20060601             3395.05                       509882.71                      80
AZ                             20060701             3623.45                          579752                      80
FL                             20060601             2491.27                       383769.29                      80
MI                             20060501             3620.58                       550207.29                      80
CA                             20060601             2209.46                       315756.23                      80
FL                             20060501             2140.13                       281216.74                      80
FL                             20060601             3856.64                       501266.15                      90
FL                             20060501              1988.5                       267460.43                      80
IL                             20060501             1226.05                       157445.19                      80
FL                             20060601             1255.64                       173055.82                      75
CA                             20060601             3699.61                       555621.25                      80
CA                             20060501             2853.88                       393056.46                      80
NV                             20060601              2164.1                          377734                      80
CO                             20060601             1281.53                       166567.03                      80
IL                             20060501             2958.94                       384352.09                      80
FL                             20060501              834.42                       120432.83                      80
OH                             20060601             2255.67                       303595.27                      80
UT                             20060501              861.41                       124529.62                      80
UT                             20060501              894.42                       129302.33                      70
CO                             20060601               534.6                         71952.9                      80
UT                             20060501             2166.19                       309342.74                      80
CO                             20060601              389.29                        54960.19             73.33000183
UT                             20060601             1866.67                          280000                      80
CO                             20060501              982.33                       143774.66             79.12000275
CO                             20060501                 875                          140000                      80
CO                             20060601              393.75                           60000                      80
CO                             20060601             9065.11                       1311501.3                      75
CO                             20060501              607.79                        87865.67                      80
CO                             20060501              827.87                       118223.71                      80
UT                             20060601              852.68                       117519.07                      80
CO                             20060601              1677.5                          264000                      80
UT                             20060501              813.75                          124000                      80
UT                             20060601              475.11                        67076.39                      75
CO                             20060501                2024                       307580.83                      79
UT                             20060501              953.25                       143044.41                      80
CO                             20060501               622.3                        88867.49             68.45999908
CO                             20060601              305.94                        42839.71                      95
CO                             20060601              424.33                           60800                      80
CO                             20060601               419.1                        58458.71                      75
NV                             20060601             3356.23                       479643.77                      80
NV                             20060601             1064.33                          164800                      80
CA                             20060601             5159.33                          697600                      80
CA                             20060601             3490.83                          472000                      80
CA                             20060601                4025                          552000                      80
CA                             20060301             2996.52                       460395.44                      70
TX                             20060501              563.59                        81475.44                      80
NV                             20060601             1731.86                       260097.62                      80
NV                             20060501             1446.97                       214428.46                      80
NV                             20060601             1106.25                          180000                      80
NV                             20060501                1575                          240000                      80
RI                             20060501             1718.15                       228407.32             74.98000336
MI                             20060501             2234.81                       327087.34                      80
IN                             20060501              693.72                       105422.05                      80
MA                             20060601             1484.94                       204659.06                      80
CT                             20060601             2102.18                       319731.15                      80
IN                             20060501              489.67                        73478.97                      80
NH                             20060501                1465                       219837.95             64.97000122
MA                             20060301             1269.36                       162810.41                      80
CT                             20060301              810.75                       124514.47             74.84999847
NH                             20060501             1504.25                       225728.26             64.98999786
RI                             20060601             2138.75                          348000                      80
MA                             20060301              1297.2                       199305.37             71.43000031
MA                             20060501             3317.43                       468019.38             74.98999786
MI                             20060501              614.87                         94636.3             79.68000031
MA                             20060501             4006.01                       551737.05                      65
NH                             20060601             1421.96                       200754.59             74.98999786
CA                             20060601             1167.24                       168871.41                      65
FL                             20060601             1374.21                       180687.62                      80
FL                             20060501             1397.92                          244000                      80
TX                             20060501              555.24                         88834.7             63.56999969
MS                             20060601              544.21                         71555.5                      80
IN                             20060601              421.74                        56762.84                      80
OK                             20060501               354.6                        50027.25             78.27999878
TX                             20060601             1602.23                       210668.98                      80
IN                             20060501             1087.81                       157259.58                      75
TX                             20060501              384.46                         49939.2                      80
OH                             20060401             1445.56                        187655.9                      80
OK                             20060501              397.92                        56138.36             79.41000366
TX                             20060501              914.12                       133790.29                      80
FL                             20060601               995.9                       151472.64                      80
OK                             20060501              391.83                        55279.62             79.19999695
WY                             20060601               511.1                        73943.69                      80
UT                             20060601              793.88                        122293.8                      80
UT                             20060601              807.84                       108728.83                      80
CA                             20060601             2096.92                       318928.75                      80
TX                             20060601             1034.84                       147890.16                      80
AZ                             20060601              849.66                          138250                      70
TX                             20060601             1735.46                       254201.54                      80
UT                             20060601               956.4                          148088                      80
FL                             20060601             1272.08                          172000                      80
CO                             20060501              812.08                       111845.33                      80
FL                             20060601              974.32                       135904.01                      80
UT                             20060601              642.72                        91851.78                      80
FL                             20060601             1094.07                       156355.88                      80
CA                             20060701                4500                          720000                      80
CA                             20060601             2058.21                        305255.7             67.88999939
TX                             20060601             1034.84                       147890.16                      80
NC                             20060401             2179.92                          373700             79.98999786
CO                             20060501                1475                          236000                      80
NV                             20060601             1686.99                       256584.26                      80
TX                             20060601              721.95                       101926.17                      80
TN                             20060401                1937                          309920                      80
AZ                             20060501             1051.55                          174050             79.98999786
TX                             20060601              472.83                        65953.42                      80
AZ                             20060501             1022.97                          166450             79.98999786
CA                             20060501             2886.01                       411541.76                      65
IL                             20060501             1095.35                        145613.4                      90
NV                             20060201             1691.79                       228749.24             79.98999786
NV                             20060301             1842.88                          256400                      80
VA                             20060501              699.21                        99851.12             78.12999725
VA                             20060501                 575                           92000                      80
VA                             20060501                 400                           64000                      80
VA                             20060501                 385                           61600                      80
VA                             20060501                 600                           96000                      80
MD                             20060501              489.45                        69894.49                      80
MD                             20060601              956.67                          164000                      80
VA                             20060601             2054.54                       279812.13             73.68000031
VA                             20060501              643.28                        91863.01                      80
VA                             20060501              828.81                       119816.82             78.94999695
VA                             20060501                 425                           68000                      80
VA                             20060501              654.47                        93460.63                      78
GA                             20060401              532.11                           86580                      70
GA                             20060501             1194.58                          188000                      80
NJ                             20060401             2315.17                          383200                      80
CA                             20060701            10522.97                         1603500                      60
NJ                             20060501                3150                          480000                      80
NV                             20060601             1668.55                       284730.86             74.02999878
NV                             20060201             1241.17                       211530.76                      80
NV                             20060601             1658.54                       249086.66                      80
CA                             20060601               662.5                          120000             16.37000084
AZ                             20060601             1640.62                          225000                      75
NV                             20060601             1230.62                       175869.38                      80
NV                             20060601             1420.43                          231120                      80
NV                             20060501              1232.5                       231999.67                      80
AZ                             20060501                1595                          255200                      80
NV                             20060501             1401.26                       215811.53                      80
AZ                             20060601              782.49                       107845.74                      80
NV                             20060501             1576.63                       239595.58                      75
NV                             20060601             1620.31                          255000                      75
CA                             20060301             6996.94                          959580                      80
IL                             20060601              773.15                       107843.83                      80
FL                             20060401             1213.35                       155721.71             78.38999939
OR                             20060501              804.26                        123724.8                      80
AZ                             20060601              648.67                        97420.08                      65
LA                             20060501              423.25                        74479.88                      70
FL                             20060401               343.6                        50876.91                   63.75
MN                             20060401              762.23                        97825.19                      70
NV                             20060601             1459.67                          241600                      80
MN                             20060501              367.88                        55905.63                      80
MD                             20060401              597.25                        88426.57             61.90999985
AZ                             20060501             1945.79                       299481.97             72.29000092
AZ                             20060501              749.88                       115415.43                      80
AZ                             20060701             3928.25                          661600                      80
AZ                             20060601             1065.93                       162123.68                      80
AZ                             20060501             1392.69                       211642.76                      80
AZ                             20060601             1111.46                          194000                      80
AZ                             20060501             1040.43                       148578.45                      80
AZ                             20060501              781.75                       118796.64             73.45999908
AZ                             20060501             1735.71                       260462.06                      80
AZ                             20060401              1345.5                          239200                      80
AZ                             20060601              1645.6                       256773.25             48.49000168
FL                             20060601              1225.9                          179400             79.98000336
GA                             20060501              538.75                        75093.49                      80
GA                             20060501              538.75                        75093.49                      80
SC                             20060401             1537.72                       222128.64                      80
GA                             20060601                 620                           96000                      80
GA                             20060501              538.75                        75093.49                      80
GA                             20060501              490.38                        70891.61             78.88999939
GA                             20060501              538.75                        75093.49                      80
GA                             20060501              833.47                       119022.52                      80
GA                             20060601              405.54                        57956.96                      80
GA                             20060601                 910                          134400                      80
GA                             20060501              538.75                        75093.49                      80
GA                             20060501              963.18                          156720                      80
GA                             20060501             1036.01                       149771.02             73.16999817
GA                             20060501              1925.2                       271605.01                      80
GA                             20060601             1269.75                       174999.48                      80
FL                             20060701             8113.07                         1235000                      65
GA                             20060401             3310.92                       502722.44                      70
GA                             20060501              538.75                        75093.49                      80
GA                             20060501              538.75                        75093.49                      80
NC                             20060601                 783                          129600                      80
GA                             20060601              1900.2                       255752.59                      80
IN                             20060601              721.57                       100648.91                      80
TX                             20060501              630.44                        87875.38                      80
TX                             20060601              683.89                        94255.09                      80
TX                             20060501              506.23                         72292.2                      80
TX                             20060501              521.18                        76280.44                      80
TX                             20060601             1268.66                       195368.16                      80
TX                             20060601             1047.17                          164800                      80
TX                             20060501              600.72                        84748.75                      80
TX                             20060401              458.22                        74206.05             79.33999634
TX                             20060601             2019.24                       295768.37                      80
GA                             20060501              547.15                        67925.42                      80
GA                             20060201             3056.97                       486516.88             79.66999817
GA                             20060601             1290.04                       177797.56                      80
AL                             20060301             4990.96                       797012.46             66.66999817
TN                             20060301             3160.35                       497813.16             79.37000275
GA                             20060301             2635.27                       425856.31             74.43000031
GA                             20060201             2903.53                       463226.64                      95
AL                             20060401              3213.6                       534391.18                      80
AL                             20060301             2994.39                       478177.58             71.11000061
GA                             20060501             1049.83                       151767.97                      80
GA                             20060501              521.94                        65526.18                      80
GA                             20060601              318.26                        39977.57                      80
SC                             20060501              703.69                       100490.15                      80
AL                             20060201             3377.69                       568060.52             78.76000214
TN                             20060501             1782.43                       248447.66                      80
AL                             20060601              900.48                       131897.02                      80
GA                             20060601              676.49                         96678.2                      75
GA                             20060301              574.83                        86114.19                      80
TX                             20060201             1737.33                       219965.87                      75
GA                             20060501             2317.59                       343448.19                      80
MI                             20060501              542.33                        79237.63                      75
MI                             20060401              399.17                        54289.76                      80
MI                             20060501             1081.82                       143815.73             76.80000305
MI                             20060501              559.37                        79880.89                      80
MI                             20060201              474.79                        69308.55                      80
MI                             20060201              524.41                         74718.2                      75
MI                             20060501              535.12                        68718.47                      80
GA                             20060601              796.56                       104734.86             77.05999756
PA                             20060501              573.79                        87196.82                      80
PA                             20060501             1031.63                       143796.08                      80
NJ                             20060501             3215.26                       448164.43                      80
PA                             20060601              520.97                        70952.36             78.88999939
PA                             20060701             2882.19                          422500                      65
PA                             20060501              559.37                        79879.96                      80
PA                             20060501              412.41                        55379.87                      80
DE                             20060601             2320.67                       335744.33                      80
PA                             20060601               536.3                        76643.08             79.97000122
PA                             20060501              828.26                       119736.94                      80
NJ                             20060401              611.74                        90580.86                      80
NJ                             20060501              940.59                       125039.77                      80
PA                             20060501             1298.93                       192490.72                      80
NJ                             20060401             1101.53                       151604.28                      80
DE                             20060201              849.35                       119560.19                      80
NJ                             20060601             1718.29                          299920                      80
PA                             20060501              425.26                        63814.91                      80
PA                             20060501              447.51                        65497.33             78.09999847
PA                             20060501              933.22                       136485.31                      80
NJ                             20060501             1036.36                       151682.26                      80
PA                             20060501             1174.02                       159683.91                      80
NJ                             20060601             1082.98                       156680.69                      80
PA                             20060501             4195.29                       599106.64                      80
PA                             20060601               919.7                       139882.38                      80
PA                             20060601             3532.54                       486864.71                      80
NJ                             20060501             1210.06                       174928.13                      80
PA                             20060501              382.02                        55912.36                      80
NJ                             20060601              724.39                       103523.11                      80
NJ                             20060501              556.85                        76693.95                      80
PA                             20060601              459.38                        65651.25                      90
NJ                             20060501              764.04                       111824.73                      80
PA                             20060501              1158.3                       155795.21                      80
NJ                             20060501             1480.81                       214071.74                      80
PA                             20060501              475.65                         65509.4             76.27999878
PA                             20060601             3383.59                       495613.08             78.73000336
PA                             20060501              643.28                        91863.01                      80
PA                             20060601              1534.5                          223200                      80
DE                             20060601             1258.28                          211920                      80
PA                             20060501             1131.11                       155784.58                      80
NJ                             20060501              989.05                        142606.4                      80
PA                             20060601              1073.1                       147898.15                      80
NE                             20060501              420.22                         61503.6                      80
NE                             20060601              447.51                        65548.82                      80
NE                             20060601              447.51                        65548.82                      80
NE                             20060601               398.4                        58354.43                      80
NE                             20060501              436.59                        63899.85                      80
NE                             20060601              529.37                        77539.46                      80
CA                             20060501             3816.81                       579615.18                      80
WI                             20060601             1401.33                          207833                      65
MN                             20060601             1515.19                       269367.88                      80
MD                             20060601             1174.02                       159892.65                      80
FL                             20060501             2452.34                       363416.09                      70
VA                             20060501              504.52                        76670.59                      80
FL                             20060601              610.38                        85139.87                      80
IA                             20060601              567.57                         83135.1                      80
GA                             20060501                 666                        95108.18                      75
IA                             20060701              668.86                           88000                      80
VA                             20060501              813.84                       113439.14             78.33999634
VA                             20060501             1985.77                       283577.14                      80
GA                             20060501              503.43                        71892.81                      80
GA                             20060601             1889.46                       283767.21                      80
DC                             20060501             2377.33                       339493.76             81.73000336
VA                             20060601              766.43                       115105.57             71.33000183
GA                             20060601              2101.1                       305508.81                      80
MD                             20060401             1679.42                          287900             79.98999786
GA                             20060401               733.5                          130400                      80
FL                             20060501             1309.78                       191699.54                      80
IA                             20060501              999.59                       129841.93                      80
VA                             20060601               797.1                        113915.4                      75
IA                             20060501             1059.09                       156947.83                      80
VA                             20060501               481.3                        67901.25                      80
MD                             20060601             1726.69                       249809.77             72.45999908
DC                             20060601              865.03                       112431.84                      75
VA                             20060501             4729.89                       718786.75                      80
NJ                             20060601             1798.17                       247829.33                      80
NJ                             20060501              751.27                        99872.02                      80
NJ                             20060501              691.17                        91882.26                      80
CO                             20060601               892.5                          136000                      80
TX                             20060501              699.21                        99851.12                      80
CO                             20060601              803.51                          122440             78.83999634
CA                             20060501              1512.5                          264000             79.04000092
TX                             20060601             1953.85                       269285.55             79.95999908
CA                             20060601             2694.17                          424000                      80
IL                             20060601              578.48                         76950.9                      70
MO                             20060601              703.18                       106950.07                      80
KS                             20060601              377.04                        51964.21             74.29000092
OK                             20060601             5750.53                       792554.19                      70
IN                             20060601              982.24                       149394.38                      80
TN                             20060401              493.09                        67063.83                      80
MN                             20060501             1091.73                          169042                      80
FL                             20060601              524.42                           71920                      80
MO                             20060501              379.17                           56000                      80
KS                             20060501             1022.06                       140765.34                      80
KS                             20060601              320.84                        44219.55                      75
KS                             20060601              326.28                        44969.03                      75
NC                             20060501              706.49                       100889.55                      80
MO                             20060601              919.48                          135800                      70
OH                             20060601             1238.09                       164694.91                      80
MI                             20060601               435.6                           72100                      70
NC                             20060401             1434.84                       202276.69                      80
AZ                             20060601             1160.11                       159889.89                      80
AZ                             20060501              628.51                         90861.1                      70
AZ                             20060501              732.12                       105838.18                      80
IN                             20060201              571.25                           91400             79.97000122
DC                             20060301              656.11                       106152.38                      80
TX                             20060401             1152.89                       181902.65                      80
VA                             20060201              2227.5                          324000                      80
TX                             20060601              406.04                        55961.46                      80
TX                             20060501              894.83                          145600                      80
TX                             20060501             2808.75                          385200                      80
TX                             20060601              762.53                       103850.27                      80
TX                             20060501              370.01                        54155.12                      80
TX                             20060601              727.67                          118400                      80
TX                             20060601              590.16                          108952                      80
TX                             20060601                 672                          102400                      80
TX                             20060501              759.22                       109757.21             77.95999908
TX                             20060401              736.26                          115870                      80
TX                             20060601              480.21                        63879.24                      80
TX                             20060601             1342.49                       191857.51                      80
TX                             20060501               358.6                        51840.74                      80
TX                             20060501              892.11                       135571.17                      80
TX                             20060501              580.06                        79889.52                      80
TX                             20060601              692.68                          110828                      80
TX                             20060501              446.06                        61435.06                      80
NY                             20060601               371.6                        52461.99                      70
CA                             20060501             2236.19                        339826.4                      80


STATE      MI                                                  MERS                 MARGIN                   NEXT_RATE_ADJ_DATE1
--------------------------------------------------------------------------------------------------------------------------------
CO         No MI                                        100245400024161056            N/A                            N/A
TX         No MI                                        100245400024173556            N/A                            N/A
MD         No MI                                        100177399060100105            N/A                            N/A
MO         No MI                                        100024200011719701            N/A                            N/A
MD         No MI                                        100177399051111970            N/A                            N/A
NC         No MI                                        100245400023655520            N/A                            N/A
WI         No MI                                        100024200011934888            N/A                            N/A
IN         No MI                                        100245400023842219            N/A                            N/A
OR         No MI                                        100245400024174554            N/A                            N/A
MD         No MI                                        100177399051212703            N/A                            N/A
VA         No MI                                        100245400024462173            N/A                            N/A
AZ         No MI                                        100053700000467745            N/A                            N/A
VA         No MI                                        100218000000175824            N/A                            N/A
MD         No MI                                        100218000000180410            N/A                            N/A
DC         No MI                                        100218000000176970            N/A                            N/A
VA         No MI                                        100218000000175170            N/A                            N/A
DC         No MI                                        100218000000175097            N/A                            N/A
DC         No MI                                        100218000000182952            N/A                            N/A
VA         No MI                                        100218000000182705            N/A                            N/A
VA         No MI                                        100218000000178380            N/A                            N/A
VA         No MI                                        100218000000174207            N/A                            N/A
GA         No MI                                        100218000000180873            N/A                            N/A
MD         No MI                                        100218000000175030            N/A                            N/A
VA         No MI                                        100218000000181137            N/A                            N/A
VA         No MI                                                         0            N/A                            N/A
VA         No MI                                        100218000000181343            N/A                            N/A
TX         No MI                                        100218000000176988            N/A                            N/A
VA         No MI                                        100218000000180261            N/A                            N/A
MD         No MI                                        100218000000175436            N/A                            N/A
VA         No MI                                        100218000000178125            N/A                            N/A
MD         No MI                                        100218000000179651            N/A                            N/A
GA         No MI                                        100218000000178265            N/A                            N/A
MA         No MI                                        100218000000180824            N/A                            N/A
MD         No MI                                        100218000000177036            N/A                            N/A
MD         No MI                                        100218000000177150            N/A                            N/A
MD         No MI                                        100212504000258692            N/A                            N/A
GA         No MI                                        100212504000262710            N/A                            N/A
MD         No MI                                        100212504000255839            N/A                            N/A
TN         No MI                                        100212504000270853            N/A                            N/A
MD         No MI                                        100212504000284300            N/A                            N/A
MD         No MI                                        100212504000257991            N/A                            N/A
TN         No MI                                        100212504000250160            N/A                            N/A
DE         No MI                                        100212504000278179            N/A                            N/A
MD         No MI                                        100212504000251291            N/A                            N/A
IL         No MI                                        100212504000253982            N/A                            N/A
MD         No MI                                        100212504000249667            N/A                            N/A
MD         No MI                                        100212504000256159            N/A                            N/A
VA         No MI                                        100212504000258320            N/A                            N/A
IL         No MI                                        100212504000258338            N/A                            N/A
MD         No MI                                        100212504000261902            N/A                            N/A
GA         No MI                                        100212504000262330            N/A                            N/A
MD         No MI                                        100022100135920015            N/A                            N/A
NY         No MI                                        100212504000235476            N/A                            N/A
VA         No MI                                        100212504000162043            N/A                            N/A
MI         No MI                                        100203000152256429            N/A                            N/A
CT         No MI                                        100203000137939636            N/A                            N/A
GA         No MI                                        100060806040046273            N/A                            N/A
MO         No MI                                                         0            N/A                            N/A
TX         No MI                                        100060806040046406            N/A                            N/A
UT         No MI                                        100060806040047818            N/A                            N/A
CO         No MI                                        100060806040047289            N/A                            N/A
VA         No MI                                        100051110000053404            N/A                            N/A
MD         No MI                                        100051110000055197            N/A                            N/A
NJ         No MI                                        100051110000049976            N/A                            N/A
CA         No MI                                        100051110000051980            N/A                            N/A
VA         No MI                                        100051110000050529            N/A                            N/A
TN         No MI                                        100051110000052129            N/A                            N/A
TN         No MI                                        100051110000055239            N/A                            N/A
NJ         No MI                                        100051110000051691            N/A                            N/A
TN         No MI                                        100051110000053325            N/A                            N/A
PA         No MI                                        100051110000005034            N/A                            N/A
MD         No MI                                        100051110000053713            N/A                            N/A
VA         No MI                                        100051110000052772            N/A                            N/A
VA         No MI                                        100051110000052517            N/A                            N/A
FL         No MI                                        100353006032200295            N/A                            N/A
NJ         No MI                                        100353006032300269            N/A                            N/A
FL         No MI                                        100353006031700394            N/A                            N/A
FL         No MI                                        100353006032300111            N/A                            N/A
PA         No MI                                        100353006032200022            N/A                            N/A
NJ         No MI                                        100353006032800235            N/A                            N/A
FL         No MI                                         10035300603310007            N/A                            N/A
FL         No MI                                        100353006032200592            N/A                            N/A
DC         No MI                                        100353006032800284            N/A                            N/A
MA         No MI                                        100353006032900282            N/A                            N/A
CT         No MI                                        100353006033100197            N/A                            N/A
MD         No MI                                         10035300603270005            N/A                            N/A
MD         No MI                                        100353006032200261            N/A                            N/A
PA         No MI                                        100353006032100065            N/A                            N/A
NY         No MI                                        100371300060200006            N/A                            N/A
NY         No MI                                        100038600000710073            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
NY         No MI                                        100038600000118423            N/A                            N/A
NY         No MI                                        100038600000115213            N/A                            N/A
NY         Radian Guaranty                              100038600000116773            N/A                            N/A
NY         No MI                                        100038600000117698            N/A                            N/A
DC         No MI                                        100090704306020047            N/A                            N/A
MD         No MI                                        100090707606020047            N/A                            N/A
DC         No MI                                        100090704306020054            N/A                            N/A
MD         No MI                                        100090704306020997            N/A                            N/A
NC         No MI                                        100127500000086145            N/A                            N/A
NJ         No MI                                        100246606032400042            N/A                            N/A
NC         No MI                                        100246606050900097            N/A                            N/A
NJ         No MI                                        100246606031300102            N/A                            N/A
NJ         No MI                                        100246606041300076            N/A                            N/A
NJ         No MI                                        100246606030700062            N/A                            N/A
NJ         No MI                                        100246606012500027            N/A                            N/A
NJ         No MI                                        100246606022200006            N/A                            N/A
NJ         No MI                                        100261206030600006            N/A                            N/A
NJ         No MI                                        100246606033000007            N/A                            N/A
FL         No MI                                        100246606021400029            N/A                            N/A
NJ         No MI                                        100246606032900074            N/A                            N/A
NJ         No MI                                        100246606040600096            N/A                            N/A
NJ         Mortgage Guaranty In                         100288010050903368            N/A                            N/A
NY         No MI                                        100246606042000089            N/A                            N/A
NJ         No MI                                        100246606032700003            N/A                            N/A
NJ         No MI                                        100246606033100013            N/A                            N/A
MI         No MI                                        100098500040206047            N/A                            N/A
TX         No MI                                        100098500040213472            N/A                            N/A
FL         No MI                                        100098500040217291            N/A                            N/A
TX         No MI                                        100098500040228355            N/A                            N/A
FL         No MI                                        100098500040215345            N/A                            N/A
MI         No MI                                        100098500040219115            N/A                            N/A
CA         No MI                                        100098500040229650            N/A                            N/A
WA         No MI                                        100098500040234247            N/A                            N/A
TX         No MI                                        100098500040234924            N/A                            N/A
TX         No MI                                        100098500040229676            N/A                            N/A
CA         No MI                                        100098500040231300            N/A                            N/A
OR         No MI                                        100009850004022950            N/A                            N/A
FL         No MI                                        100098500040234429            N/A                            N/A
TX         No MI                                        100098500040224263            N/A                            N/A
TX         No MI                                        100098500040226607            N/A                            N/A
VA         No MI                                        100098500040210197            N/A                            N/A
TX         No MI                                        100098500040225997            N/A                            N/A
TX         No MI                                        100098500040236762            N/A                            N/A
TX         No MI                                        100098500040236796            N/A                            N/A
WA         No MI                                        100098500040231037            N/A                            N/A
TX         No MI                                        100098500040230260            N/A                            N/A
TX         No MI                                        100098500040226599            N/A                            N/A
FL         No MI                                        100361200005501835            N/A                            N/A
FL         No MI                                        100361200000601622            N/A                            N/A
NJ         No MI                                        100157901000857134            N/A                            N/A
NJ         No MI                                        100157901000898914            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
NJ         No MI                                        100022100137846085            N/A                            N/A
CT         No MI                                        100022100131437717            N/A                            N/A
NJ         No MI                                        100022100153078464            N/A                            N/A
MA         No MI                                        100022100137573986            N/A                            N/A
NM         No MI                                        100022100152378600            N/A                            N/A
MI         No MI                                        100022100137716627            N/A                            N/A
CO         No MI                                        100328400000604152            N/A                            N/A
MN         No MI                                                         0            N/A                            N/A
LA         No MI                                                         0            N/A                            N/A
AL         No MI                                        100022100138556220            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
AL         No MI                                        100022100137172854            N/A                            N/A
TN         No MI                                        100022100152270690            N/A                            N/A
FL         No MI                                        100022100137175584            N/A                            N/A
FL         No MI                                        100022100152343968            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
MS         Republic MIC                                 100022100152268553            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
TN         No MI                                        100022100152268223            N/A                            N/A
AL         No MI                                        100022100137174009            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
FL         No MI                                        100022100152267563            N/A                            N/A
TN         No MI                                        100022100152267316            N/A                            N/A
FL         No MI                                        100022100152270773            N/A                            N/A
AL         No MI                                        100022100137173191            N/A                            N/A
FL         No MI                                        100022100137174678            N/A                            N/A
TN         No MI                                        100022100152266995            N/A                            N/A
FL         No MI                                        100022100152271193            N/A                            N/A
AL         No MI                                        100022100134713395            N/A                            N/A
MS         No MI                                        100022100135836955            N/A                            N/A
LA         No MI                                        100022100135841724            N/A                            N/A
TN         No MI                                        100022100134716448            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
TN         No MI                                        100022100137175253            N/A                            N/A
KY         No MI                                                         0            N/A                            N/A
TN         No MI                                                         0            N/A                            N/A
FL         No MI                                        100022100135841989            N/A                            N/A
GA         No MI                                        100184622160125008            N/A                            N/A
GA         No MI                                        100184634060308006            N/A                            N/A
GA         No MI                                        100184634060301019            N/A                            N/A
GA         No MI                                        100184698160407042            N/A                            N/A
AL         No MI                                        100184698160323033            N/A                            N/A
GA         No MI                                        100184698160301070            N/A                            N/A
GA         No MI                                        100184698160315179            N/A                            N/A
GA         No MI                                        100184620160313053            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100184622160324007            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
NC         No MI                                        100184601160207057            N/A                            N/A
GA         No MI                                        100184698160321136            N/A                            N/A
MO         No MI                                        100184698160403033            N/A                            N/A
GA         No MI                                        100184624160118017            N/A                            N/A
GA         No MI                                        100184698160323017            N/A                            N/A
TN         No MI                                        100184619160105006            N/A                            N/A
GA         No MI                                        100184698160208218            N/A                            N/A
NY         No MI                                        100163405776705305            N/A                            N/A
NJ         No MI                                        100163405776705511            N/A                            N/A
NJ         No MI                                        100086803051000208            N/A                            N/A
PA         No MI                                        100086801060302094            N/A                            N/A
PA         No MI                                        100086801060201916            N/A                            N/A
NY         No MI                                        100086801060200363            N/A                            N/A
PA         No MI                                        100086801060201775            N/A                            N/A
NJ         No MI                                        100086805060200679            N/A                            N/A
PA         No MI                                        100086817060200021            N/A                            N/A
PA         No MI                                        100086801060102510            N/A                            N/A
NJ         No MI                                        100086803051000174            N/A                            N/A
CT         Radian Guaranty                              100314507700876744            N/A                            N/A
CT         No MI                                        100314507700850459            N/A                            N/A
FL         No MI                                        100314507700885992            N/A                            N/A
FL         No MI                                        100314507700886024            N/A                            N/A
NY         No MI                                        100314507700836599            N/A                            N/A
NY         No MI                                        100314507700849352            N/A                            N/A
NY         No MI                                        100314507700773859            N/A                            N/A
NY         No MI                                        100314507700856597            N/A                            N/A
NY         No MI                                        100314507700851051            N/A                            N/A
NY         No MI                                        100314507700861621            N/A                            N/A
FL         No MI                                        100314507700886016            N/A                            N/A
CT         No MI                                        100314507700855417            N/A                            N/A
FL         No MI                                        100314507700886099            N/A                            N/A
IL         No MI                                        100169900032600013            N/A                            N/A
NJ         No MI                                        100076400000919281            N/A                            N/A
PA         No MI                                        100076400000918234            N/A                            N/A
NJ         No MI                                        100076400000919737            N/A                            N/A
NJ         No MI                                        100076400000919257            N/A                            N/A
NJ         No MI                                        100076400000919265            N/A                            N/A
NJ         No MI                                        100076400000920164            N/A                            N/A
AZ         No MI                                        100414001000149613            N/A                            N/A
AZ         No MI                                        100414001000149092            N/A                            N/A
TX         No MI                                        100414001000151049            N/A                            N/A
CO         No MI                                        100414001000154035            N/A                            N/A
AZ         No MI                                        100414001000153698            N/A                            N/A
AZ         No MI                                        100414001000106522            N/A                            N/A
AZ         No MI                                        100414001000150025            N/A                            N/A
CA         No MI                                        100414001000148367            N/A                            N/A
AR         No MI                                                         0            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
TX         No MI                                        10005210000602522-            N/A                            N/A
TX         No MI                                        100052100006017555            N/A                            N/A
TX         No MI                                        1000521-0000601761            N/A                            N/A
TX         No MI                                        1000521-0000601953            N/A                            N/A
TX         No MI                                        100052100006024643            N/A                            N/A
TX         No MI                                        1000521-0000601706            N/A                            N/A
TX         No MI                                        1000521-0000601943            N/A                            N/A
TX         No MI                                        1000521-0000602097            N/A                            N/A
CA         No MI                                        100070460603170001            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
CO         No MI                                                         0            N/A                            N/A
TX         No MI                                        100378000003146810            N/A                            N/A
GA         No MI                                        100378000003146075            N/A                            N/A
NC         No MI                                        100378000003141340            N/A                            N/A
MI         No MI                                        100378000003135920            N/A                            N/A
NJ         No MI                                        100061200006333595            N/A                            N/A
MN         No MI                                        100386100002141760            N/A                            N/A
NJ         No MI                                        100386100002113488            N/A                            N/A
NJ         No MI                                        100386100002129088            N/A                            N/A
MD         No MI                                        100386100002117729            N/A                            N/A
NV         No MI                                        100386100002107936            N/A                            N/A
GA         No MI                                        100386100002094852            N/A                            N/A
DC         No MI                                        100386100002063105            N/A                            N/A
FL         No MI                                        100386100002101491            N/A                            N/A
CA         No MI                                        100386100002107472            N/A                            N/A
CA         No MI                                        100386100002130656            N/A                            N/A
TX         No MI                                        100386100002105203            N/A                            N/A
NY         No MI                                        100386100002104487            N/A                            N/A
MD         No MI                                        100386100002113611            N/A                            N/A
TX         No MI                                        100386100002103190            N/A                            N/A
AZ         No MI                                        100386100002100709            N/A                            N/A
NH         No MI                                        100386100002123123            N/A                            N/A
MN         No MI                                                         0            N/A                            N/A
CA         No MI                                        100072900000833402            N/A                            N/A
CA         No MI                                        100386100002097350            N/A                            N/A
GA         No MI                                        100386100002087880            N/A                            N/A
GA         No MI                                        100386100002129674            N/A                            N/A
TX         No MI                                        100386100002099273            N/A                            N/A
AZ         No MI                                        100386100002103208            N/A                            N/A
NC         No MI                                        100386100002143865            N/A                            N/A
TX         No MI                                        100386100002099877            N/A                            N/A
WA         No MI                                        100386100002102416            N/A                            N/A
TX         No MI                                        100386100002114429            N/A                            N/A
CA         No MI                                        100386100002109452            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
TX         No MI                                        100386100002030039            N/A                            N/A
CA         No MI                                        100386100002093680            N/A                            N/A
NJ         No MI                                        100386100002098135            N/A                            N/A
TX         No MI                                        100386100002092567            N/A                            N/A
NJ         No MI                                        100386100002118388            N/A                            N/A
AZ         No MI                                        100386100002158434            N/A                            N/A
AZ         No MI                                        100386100002101780            N/A                            N/A
NJ         No MI                                        100386100002120368            N/A                            N/A
AZ         No MI                                        100386100002106474            N/A                            N/A
FL         No MI                                        100386100002136844            N/A                            N/A
FL         No MI                                        100386100002136778            N/A                            N/A
AZ         No MI                                        100386100002109676            N/A                            N/A
NY         No MI                                        100386100002102606            N/A                            N/A
GA         No MI                                        100386100002103042            N/A                            N/A
CA         No MI                                                         0            N/A                            N/A
NJ         No MI                                        100386100002088391            N/A                            N/A
CA         No MI                                        100386100002127256            N/A                            N/A
VA         No MI                                        100386100002127652            N/A                            N/A
CT         No MI                                        100386100002132132            N/A                            N/A
PA         No MI                                        100386100002131555            N/A                            N/A
DE         No MI                                        100386100002090496            N/A                            N/A
WA         No MI                                        100386100002118594            N/A                            N/A
MD         No MI                                        100386100002108702            N/A                            N/A
NJ         No MI                                        100386100002105583            N/A                            N/A
VA         No MI                                        100386100002140408            N/A                            N/A
FL         No MI                                        100386100002140655            N/A                            N/A
MD         No MI                                        100386100002071017            N/A                            N/A
TX         No MI                                        100386100002104073            N/A                            N/A
CA         No MI                                        100386100002093243            N/A                            N/A
VA         No MI                                        100386100002115251            N/A                            N/A
AZ         No MI                                        100386100002137925            N/A                            N/A
MN         No MI                                        100386100002131860            N/A                            N/A
CA         No MI                                        100386100002111391            N/A                            N/A
CA         No MI                                        100386100002118453            N/A                            N/A
NJ         No MI                                        100386100002087336            N/A                            N/A
MN         No MI                                        100386100002119717            N/A                            N/A
TX         No MI                                        100386100002110054            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
MD         No MI                                        100386100002099844            N/A                            N/A
TX         No MI                                        100392429925000000            N/A                            N/A
TX         No MI                                        100386100002142743            N/A                            N/A
PA         No MI                                        100386100002104172            N/A                            N/A
AZ         No MI                                        100386100002081784            N/A                            N/A
TX         No MI                                        100386100002119501            N/A                            N/A
CA         No MI                                        100386100002119071            N/A                            N/A
TX         No MI                                        100386100002108116            N/A                            N/A
CA         No MI                                        100051700207267171            N/A                            N/A
CA         No MI                                        100051700183984120            N/A                            N/A
NJ         No MI                                        100051700184146232            N/A                            N/A
CA         No MI                                        100291300006020176            N/A                            N/A
TX         No MI                                        100098900060250539            N/A                            N/A
TX         No MI                                        100098900060350321            N/A                            N/A
TX         No MI                                        100098900060345545            N/A                            N/A
MN         No MI                                        100098900060216605            N/A                            N/A
GA         No MI                                        100098900060200443            N/A                            N/A
TX         No MI                                        100098900060342252            N/A                            N/A
FL         No MI                                        100098900060234814            N/A                            N/A
MA         No MI                                        100098900060301530            N/A                            N/A
TX         No MI                                        100098900060248608            N/A                            N/A
TX         No MI                                        100098900060320316            N/A                            N/A
TX         No MI                                        100098900060236694            N/A                            N/A
FL         No MI                                        100098900060137926            N/A                            N/A
IL         No MI                                        100098900051061275            N/A                            N/A
GA         No MI                                        100098900060346550            N/A                            N/A
IL         No MI                                        100098900060230564            N/A                            N/A
TX         No MI                                        100098900060320589            N/A                            N/A
TX         No MI                                        100098900060312636            N/A                            N/A
TX         No MI                                        100098900060151356            N/A                            N/A
TX         No MI                                        100098900051232108            N/A                            N/A
MA         No MI                                        100098900060262369            N/A                            N/A
SC         No MI                                        100098900060343458            N/A                            N/A
OH         No MI                                        100098900051233015            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
NC         No MI                                        100098900060205905            N/A                            N/A
IN         No MI                                        100098900060232065            N/A                            N/A
VA         No MI                                        100098900060219252            N/A                            N/A
IL         No MI                                        100098900060217553            N/A                            N/A
IL         No MI                                        100098900060244458            N/A                            N/A
TX         No MI                                        100098900051232389            N/A                            N/A
TX         No MI                                        100098900060238898            N/A                            N/A
OK         No MI                                        100098900060251313            N/A                            N/A
TX         No MI                                        100098900060203298            N/A                            N/A
TX         No MI                                        100098900060216837            N/A                            N/A
TX         No MI                                        100098900060326669            N/A                            N/A
TX         No MI                                        100098900060150242            N/A                            N/A
GA         No MI                                        100098900060261890            N/A                            N/A
TX         No MI                                        100098900060336825            N/A                            N/A
AZ         No MI                                        100098900060123405            N/A                            N/A
TX         No MI                                        100098900051035550            N/A                            N/A
TX         No MI                                        100098900060306240            N/A                            N/A
TX         No MI                                        100098900051006676            N/A                            N/A
TX         PMI                                          100098900060239367            N/A                            N/A
TX         No MI                                        100098900060216043            N/A                            N/A
TX         No MI                                        100098900060245927            N/A                            N/A
FL         No MI                                        100098900060262104            N/A                            N/A
TX         No MI                                        100098900051004960            N/A                            N/A
LA         No MI                                        100098900050632282            N/A                            N/A
TX         No MI                                        100098900060218387            N/A                            N/A
TX         No MI                                        100098900060236413            N/A                            N/A
IL         No MI                                        100098900060244177            N/A                            N/A
MN         No MI                                        100098900060337070            N/A                            N/A
MN         No MI                                        100098900060251669            N/A                            N/A
NJ         No MI                                        100098900060236488            N/A                            N/A
TX         GE Capital MI                                100098900060205178            N/A                            N/A
TX         No MI                                        100098900060336841            N/A                            N/A
TX         No MI                                        100098900060150390            N/A                            N/A
TX         No MI                                        100989900060331644            N/A                            N/A
CA         No MI                                        100098900060358563            N/A                            N/A
NC         No MI                                        100098900060259605            N/A                            N/A
FL         No MI                                        100199105110036114            N/A                            N/A
MS         No MI                                        100199105110035306            N/A                            N/A
UT         No MI                                        100199106040370813            N/A                            N/A
FL         No MI                                        100199105110032923            N/A                            N/A
GA         No MI                                        100199105110036635            N/A                            N/A
MD         No MI                                        100232600000056700            N/A                            N/A
MD         No MI                                                         0            N/A                            N/A
PA         No MI                                        100144600097444998            N/A                            N/A
MA         No MI                                        100073500011705356            N/A                            N/A
FL         No MI                                        100073512300004524            N/A                            N/A
CA         No MI                                        100073500011700415            N/A                            N/A
SC         No MI                                        100073500011711719            N/A                            N/A
TX         No MI                                        100073500011691739            N/A                            N/A
SC         No MI                                        100073500011711867            N/A                            N/A
GA         No MI                                        100073500011636171            N/A                            N/A
OR         No MI                                        100073500011663662            N/A                            N/A
WA         No MI                                        100073500011717957            N/A                            N/A
WA         No MI                                        100073500011717973            N/A                            N/A
CA         No MI                                        100073500011697025            N/A                            N/A
MD         No MI                                        100043200011688883            N/A                            N/A
CO         No MI                                        100073500011703088            N/A                            N/A
OR         Radian Guaranty                              100073500011659249            N/A                            N/A
AZ         No MI                                        100073500011674024            N/A                            N/A
TX         No MI                                        100073500011699682            N/A                            N/A
TN         No MI                                        100073500011700214            N/A                            N/A
NV         No MI                                        100073500011692679            N/A                            N/A
AZ         No MI                                        100073500011687646            N/A                            N/A
KY         No MI                                        100073500011679734            N/A                            N/A
NJ         No MI                                        100073500011691671            N/A                            N/A
RI         No MI                                        100073500011681243            N/A                            N/A
GA         No MI                                        100073500011718583            N/A                            N/A
CA         No MI                                        100073500011676201            N/A                            N/A
KY         No MI                                        100073500011661666            N/A                            N/A
CA         No MI                                        100073500011700720            N/A                            N/A
MD         No MI                                        100073500011711271            N/A                            N/A
CA         No MI                                        100073500011676243            N/A                            N/A
FL         No MI                                        100073500011689329            N/A                            N/A
CA         No MI                                        100073500011613006            N/A                            N/A
FL         No MI                                        100073500011698742            N/A                            N/A
OR         No MI                                        100073500011708707            N/A                            N/A
AZ         No MI                                        100073500011716942            N/A                            N/A
SC         Radian Guaranty                              100073500011666509            N/A                            N/A
FL         No MI                                        100073510100447109            N/A                            N/A
WA         No MI                                        100073500011677381            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
CA         No MI                                        100073500011704698            N/A                            N/A
TX         No MI                                        100073500011699187            N/A                            N/A
CA         No MI                                        100073500011694931            N/A                            N/A
CA         No MI                                        100073500011691820            N/A                            N/A
CA         No MI                                        100073500011702858            N/A                            N/A
MD         No MI                                        100073500011691523            N/A                            N/A
OR         No MI                                        100073500011691812            N/A                            N/A
CA         No MI                                        100073500011714176            N/A                            N/A
CA         No MI                                        100073500011683587            N/A                            N/A
WA         No MI                                        100073500011662334            N/A                            N/A
CA         No MI                                        100073500011710166            N/A                            N/A
FL         No MI                                        100073510100447125            N/A                            N/A
FL         No MI                                        100073500011706198            N/A                            N/A
TX         No MI                                        100073500011696381            N/A                            N/A
AZ         No MI                                        100073500011722213            N/A                            N/A
FL         No MI                                        100073500011680146            N/A                            N/A
CA         No MI                                        100073500011664934            N/A                            N/A
TN         No MI                                        100073500011711180            N/A                            N/A
SC         No MI                                        100073519000116201            N/A                            N/A
CA         No MI                                        100073500011676599            N/A                            N/A
CA         No MI                                        100073500011714988            N/A                            N/A
SC         No MI                                        100035019000116134            N/A                            N/A
AZ         No MI                                        100073500011637658            N/A                            N/A
CA         No MI                                        100073500011673968            N/A                            N/A
CA         No MI                                        100073500011678694            N/A                            N/A
FL         No MI                                        100073500011679460            N/A                            N/A
FL         No MI                                        100035010100445341            N/A                            N/A
TX         No MI                                        100073500011706479            N/A                            N/A
ID         No MI                                        100073500011703542            N/A                            N/A
CA         No MI                                        100073500011696615            N/A                            N/A
FL         No MI                                        100073500011698163            N/A                            N/A
MD         No MI                                        100073500011694683            N/A                            N/A
KY         No MI                                        100330706030118369            N/A                            N/A
IN         No MI                                        100330706040119779            N/A                            N/A
OH         No MI                                        100330706030114061            N/A                            N/A
IN         No MI                                        100330706030115159            N/A                            N/A
KY         No MI                                        100330706010105428            N/A                            N/A
KY         No MI                                        100330701010105386            N/A                            N/A
IN         No MI                                        100330706030113501            N/A                            N/A
OH         No MI                                        100330706030117346            N/A                            N/A
TN         No MI                                        100330706030113535            N/A                            N/A
TN         No MI                                        100330706020111648            N/A                            N/A
IN         No MI                                        100330706030118336            N/A                            N/A
KY         No MI                                        100330706030115035            N/A                            N/A
KY         No MI                                        100330706030118906            N/A                            N/A
TN         No MI                                        100330706030113782            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
KY         No MI                                        100330706030112875            N/A                            N/A
IN         Republic MIC                                 100330706030113683            N/A                            N/A
OH         No MI                                        100330706030114434            N/A                            N/A
KY         No MI                                        100330706040119951            N/A                            N/A
IN         No MI                                        100330706030115142            N/A                            N/A
IN         No MI                                        100330706020109733            N/A                            N/A
OH         No MI                                        100330706040120215            N/A                            N/A
IN         No MI                                        100330706040121544            N/A                            N/A
IN         No MI                                        100330706040120637            N/A                            N/A
IN         No MI                                        100330706030115340            N/A                            N/A
IN         No MI                                        100330706030113451            N/A                            N/A
KY         No MI                                        100330706040119589            N/A                            N/A
IN         No MI                                        100330706040119795            N/A                            N/A
KY         No MI                                        100330706040123029            N/A                            N/A
IN         No MI                                        100330706030113485            N/A                            N/A
KY         No MI                                        100330706040122807            N/A                            N/A
KY         No MI                                        100330706020112083            N/A                            N/A
OH         No MI                                        100330706040124076            N/A                            N/A
IN         No MI                                        100330706040119787            N/A                            N/A
IN         No MI                                        100330706030113303            N/A                            N/A
IN         No MI                                        100330706030114285            N/A                            N/A
KY         No MI                                        100330706030118443            N/A                            N/A
WY         No MI                                        100053400000134870            N/A                            N/A
HI         No MI                                        100238688010119067            N/A                            N/A
CO         No MI                                        100030200010116646            N/A                            N/A
CA         No MI                                        100030200010112116            N/A                            N/A
WI         No MI                                        100030200030065385            N/A                            N/A
WI         No MI                                        100030200541001150            N/A                            N/A
CO         No MI                                        100030200378002602            N/A                            N/A
CO         No MI                                        100030200112013949            N/A                            N/A
WY         No MI                                        100030200448001535            N/A                            N/A
VA         No MI                                        100015305360167286            N/A                            N/A
VA         No MI                                        100015305351276906            N/A                            N/A
FL         No MI                                        100015305860198120            N/A                            N/A
NJ         PMI                                          100015305350154815            N/A                            N/A
VA         PMI                                          100015305360106714            N/A                            N/A
VA         No MI                                        100015305360289965            N/A                            N/A
VA         No MI                                        100015305360310993            N/A                            N/A
TX         No MI                                        100204100000700237            N/A                            N/A
HI         No MI                                        100204100000730473            N/A                            N/A
NE         No MI                                        100204100000687152            N/A                            N/A
OK         No MI                                        100204100000719260            N/A                            N/A
TX         No MI                                        100204100000709691            N/A                            N/A
OK         No MI                                        100204100000718684            N/A                            N/A
SC         No MI                                        100146840106094487            N/A                            N/A
SC         No MI                                        100146850106102339            N/A                            N/A
SC         No MI                                        100146820106095916            N/A                            N/A
AZ         No MI                                        100146820106074069            N/A                            N/A
SC         No MI                                        100146850106083703            N/A                            N/A
SC         No MI                                        100146850106095061            N/A                            N/A
AZ         No MI                                        100102309060300812            N/A                            N/A
TX         No MI                                        100101300000013706            N/A                            N/A
AZ         No MI                                        100101309060301356            N/A                            N/A
AZ         No MI                                        100101309060307510            N/A                            N/A
IN         No MI                                        100101309060303261            N/A                            N/A
AZ         No MI                                        100101309060300929            N/A                            N/A
AZ         No MI                                        100101309060203958            N/A                            N/A
MO         No MI                                        100101309060205763            N/A                            N/A
AZ         No MI                                        100101309051100056            N/A                            N/A
TN         No MI                                        100101309060304541            N/A                            N/A
IL         No MI                                        100101309060205318            N/A                            N/A
AZ         No MI                                        100101309060306454            N/A                            N/A
MO         No MI                                        100101300000014373            N/A                            N/A
TX         No MI                                        100101309060200939            N/A                            N/A
AZ         No MI                                        100101300000009316            N/A                            N/A
AZ         No MI                                        100101309060400661            N/A                            N/A
IL         No MI                                        100101310060300661            N/A                            N/A
TX         No MI                                        100101309060305142            N/A                            N/A
AZ         Republic MIC                                 100101309060106169            N/A                            N/A
AZ         No MI                                        100101309060208221            N/A                            N/A
TX         No MI                                        100101309060207199            N/A                            N/A
IA         No MI                                        100101300000014985            N/A                            N/A
AZ         No MI                                        100101350060200370            N/A                            N/A
MO         No MI                                        100101309060204360            N/A                            N/A
TX         No MI                                        100177013600012601            N/A                            N/A
TX         No MI                                        100177014600016873            N/A                            N/A
TX         No MI                                        100177011300026822            N/A                            N/A
TX         No MI                                        100177011300025675            N/A                            N/A
TX         No MI                                        100177011300025105            N/A                            N/A
CO         No MI                                        100177088500003520            N/A                            N/A
TX         No MI                                        100177012000011569            N/A                            N/A
TX         No MI                                        100177014800021293            N/A                            N/A
TX         No MI                                        100177011300026426            N/A                            N/A
TX         No MI                                        100177011300025089            N/A                            N/A
CO         No MI                                        100177088500003504            N/A                            N/A
TX         No MI                                        100177014800026474            N/A                            N/A
TX         No MI                                        100177011300023167            N/A                            N/A
TX         No MI                                        100177011300027168            N/A                            N/A
TX         No MI                                        100177016200003961            N/A                            N/A
TX         No MI                                        100177011300025634            N/A                            N/A
TX         No MI                                        100177011300025659            N/A                            N/A
CO         No MI                                        100177066100029798            N/A                            N/A
TX         No MI                                        100177011300027580            N/A                            N/A
TX         No MI                                        100177011300026483            N/A                            N/A
TX         No MI                                        100177071000006458            N/A                            N/A
TX         No MI                                        100177011300023175            N/A                            N/A
TX         No MI                                        100177011300027697            N/A                            N/A
TX         No MI                                        100177011300025121            N/A                            N/A
TX         No MI                                        100177014800019941            N/A                            N/A
TX         No MI                                        100177016200006337            N/A                            N/A
TX         No MI                                        100177011300026103            N/A                            N/A
TX         No MI                                        100177013600013864            N/A                            N/A
TX         No MI                                        100177071000010880            N/A                            N/A
AZ         No MI                                        100177050500014428            N/A                            N/A
FL         No MI                                        100429106030006882            N/A                            N/A
FL         No MI                                        100429106020005357            N/A                            N/A
FL         No MI                                        100429106040007813            N/A                            N/A
NC         No MI                                        100429106030006833            N/A                            N/A
FL         No MI                                        100429106040007698            N/A                            N/A
NC         No MI                                        100429106040007771            N/A                            N/A
NC         No MI                                        100429106030006775            N/A                            N/A
FL         No MI                                        100188101000097244            N/A                            N/A
FL         No MI                                        100188101000102630            N/A                            N/A
CA         No MI                                        100165700600006369            N/A                            N/A
CA         No MI                                        100165700600003994            N/A                            N/A
CA         Mortgage Guaranty In                         100165700600005015            N/A                            N/A
CA         No MI                                        100165700600006310            N/A                            N/A
CA         No MI                                        100165700600003747            N/A                            N/A
CA         No MI                                        100015902740035959            N/A                            N/A
AZ         No MI                                        100208801000277383            N/A                            N/A
CA         No MI                                        100208802000114576            N/A                            N/A
CA         No MI                                                         0            N/A                            N/A
NV         No MI                                        100208805000054262            N/A                            N/A
CA         No MI                                        100202300007008236            N/A                            N/A
FL         No MI                                        100185400260304487            N/A                            N/A
OH         No MI                                        100022100153319785            N/A                            N/A
NY         No MI                                        100049616280515382            N/A                            N/A
TX         Radian Guaranty                              100063415410030441            N/A                            N/A
NY         No MI                                        100049616280516232            N/A                            N/A
FL         No MI                                        100063415920032747            N/A                            N/A
MA         No MI                                        100102600400487296            N/A                            N/A
PA         No MI                                                         0            N/A                            N/A
CT         No MI                                        100102600400509610            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
NY         No MI                                        100102600400526721            N/A                            N/A
CT         No MI                                                         0            N/A                            N/A
NY         No MI                                                         0            N/A                            N/A
PA         No MI                                        100102600400536068            N/A                            N/A
NY         No MI                                        100102600400526697            N/A                            N/A
MA         No MI                                                         0            N/A                            N/A
CT         No MI                                                         0            N/A                            N/A
CT         No MI                                        100102600400529824            N/A                            N/A
TX         No MI                                        100259810000001667            N/A                            N/A
OK         No MI                                        100259810000001170            N/A                            N/A
TX         No MI                                        100259810000001329            N/A                            N/A
OK         No MI                                        100259810000001360            N/A                            N/A
OK         No MI                                        100259810000001212            N/A                            N/A
MD         No MI                                        100127800005009401            N/A                            N/A
MD         No MI                                        100127800007269995            N/A                            N/A
NC         No MI                                        100127800007168435            N/A                            N/A
MD         No MI                                        100127800005005557            N/A                            N/A
NC         No MI                                        100127800007269284            N/A                            N/A
MD         No MI                                        100127800007271983            N/A                            N/A
MD         No MI                                        100127800007267536            N/A                            N/A
MD         No MI                                        100127800007267957            N/A                            N/A
NC         No MI                                        100127800007667643            N/A                            N/A
MD         No MI                                        100127800007266215            N/A                            N/A
VA         No MI                                        100127800007270316            N/A                            N/A
MD         No MI                                        100127800007267544            N/A                            N/A
MD         No MI                                        100127800007266249            N/A                            N/A
MD         No MI                                        100127800007266223            N/A                            N/A
MD         No MI                                        100127900007259343            N/A                            N/A
MD         No MI                                        100127800007271025            N/A                            N/A
NC         No MI                                        100129600000535543            N/A                            N/A
VA         No MI                                        100102373550111856            N/A                            N/A
VA         No MI                                        100102373590154866            N/A                            N/A
MA         No MI                                        100102373590154767            N/A                            N/A
VA         No MI                                        100102373425122955            N/A                            N/A
MD         No MI                                        100102373390137996            N/A                            N/A
MD         No MI                                        100102373530111927            N/A                            N/A
NJ         No MI                                        100102373390136204            N/A                            N/A
MD         No MI                                        100102373530111901            N/A                            N/A
CT         No MI                                        100102373590156200            N/A                            N/A
RI         No MI                                        100102373590153546            N/A                            N/A
MA         No MI                                        100102373590156457            N/A                            N/A
MA         No MI                                        100102373590154940            N/A                            N/A
NH         No MI                                        100102373590155061            N/A                            N/A
MD         No MI                                        100102373530112115            N/A                            N/A
MA         No MI                                        100102373590154593            N/A                            N/A
VA         No MI                                        100102373590155749            N/A                            N/A
MA         No MI                                        100102373590154023            N/A                            N/A
RI         No MI                                        100102373590155251            N/A                            N/A
MD         No MI                                        100061600000027046            N/A                            N/A
FL         No MI                                        100059400000008599            N/A                            N/A
FL         No MI                                        100059400000008779            N/A                            N/A
VA         No MI                                        100031437006010297            N/A                            N/A
MD         No MI                                        100031437006010206            N/A                            N/A
MD         No MI                                        100031458006022272            N/A                            N/A
VA         No MI                                                         0            N/A                            N/A
FL         No MI                                        100031448006030425            N/A                            N/A
AZ         No MI                                        100031449006030720            N/A                            N/A
VA         No MI                                        100031458006022108            N/A                            N/A
MD         No MI                                        100031463006020094            N/A                            N/A
NC         No MI                                        100031449006023014            N/A                            N/A
FL         No MI                                        100031445006020208            N/A                            N/A
MA         No MI                                        100031432005122987            N/A                            N/A
IL         No MI                                        100031449006033104            N/A                            N/A
NM         No MI                                        100031449006024061            N/A                            N/A
AL         No MI                                        100031449006030399            N/A                            N/A
VA         No MI                                        100031458006031281            N/A                            N/A
NM         No MI                                        100031449006024038            N/A                            N/A
GA         No MI                                        100031432006010047            N/A                            N/A
AL         No MI                                        100031449006023642            N/A                            N/A
MD         No MI                                        100031463006020698            N/A                            N/A
AZ         No MI                                        100039269900032164            N/A                            N/A
CA         No MI                                        100039278076955579            N/A                            N/A
TX         No MI                                        100039260963901072            N/A                            N/A
MA         No MI                                        100039246250093681            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
NV         No MI                                        100039284050135881            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
KS         No MI                                        100039244050410114            N/A                            N/A
WI         No MI                                        100039213300010339            N/A                            N/A
UT         No MI                                        100039277050135240            N/A                            N/A
CO         No MI                                        100039291895108528            N/A                            N/A
MO         No MI                                        100039250238198489            N/A                            N/A
TX         No MI                                        100039274050276421            N/A                            N/A
NH         No MI                                        100039276794520394            N/A                            N/A
IL         No MI                                        100039223150071117            N/A                            N/A
PA         No MI                                        100039238626531403            N/A                            N/A
TX         No MI                                        100039238921743307            N/A                            N/A
VA         No MI                                        100039289050152208            N/A                            N/A
MI         No MI                                        100039223550020284            N/A                            N/A
OH         No MI                                        100039220050101077            N/A                            N/A
OR         No MI                                        100039234226797205            N/A                            N/A
NM         No MI                                        100039298050139842            N/A                            N/A
WI         No MI                                                         0            N/A                            N/A
FL         No MI                                        100195910002061839            N/A                            N/A
MD         No MI                                                         0            N/A                            N/A
AZ         No MI                                        100183300000290289            N/A                            N/A
MD         No MI                                        100183300000293085            N/A                            N/A
CA         No MI                                        100183300000295767            N/A                            N/A
MD         No MI                                        100183300000290180            N/A                            N/A
NV         No MI                                                         0            N/A                            N/A
NC         No MI                                        100183300000272147            N/A                            N/A
HI         No MI                                        100183300000287988            N/A                            N/A
WA         No MI                                        100183300000285065            N/A                            N/A
AZ         No MI                                        100183300000027793            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
NJ         No MI                                        100234400000143816            N/A                            N/A
MD         No MI                                        100234400000146256            N/A                            N/A
MD         No MI                                        100234400000145829            N/A                            N/A
NJ         No MI                                        100234400000146603            N/A                            N/A
FL         No MI                                        100234400000147049            N/A                            N/A
NJ         No MI                                        100234400000138584            N/A                            N/A
NY         No MI                                        100234400000142477            N/A                            N/A
FL         No MI                                        100234400000145894            N/A                            N/A
MD         No MI                                        100234400000140317            N/A                            N/A
NJ         No MI                                        100234400000138568            N/A                            N/A
MD         No MI                                        100234400000144970            N/A                            N/A
GA         No MI                                        100142000000218823            N/A                            N/A
GA         No MI                                        100142000000226412            N/A                            N/A
GA         No MI                                        100142000000218567            N/A                            N/A
CA         No MI                                        100194006010079268            N/A                            N/A
IN         No MI                                        100194006040087174            N/A                            N/A
NY         No MI                                        100284939602140018            N/A                            N/A
FL         No MI                                        100284910160003625            N/A                            N/A
NJ         No MI                                        100284910160002742            N/A                            N/A
NY         No MI                                        100284915602160008            N/A                            N/A
NJ         No MI                                        100284939601270006            N/A                            N/A
CA         No MI                                        100134001100087217            N/A                            N/A
PA         No MI                                        100070110060017223            N/A                            N/A
PA         No MI                                        100070210060016829            N/A                            N/A
PA         No MI                                        100070210060016811            N/A                            N/A
AZ         No MI                                        100245700137837587            N/A                            N/A
CA         No MI                                        100245700153115413            N/A                            N/A
MO         No MI                                        100248000001999192            N/A                            N/A
NY         No MI                                        100284030000152050            N/A                            N/A
MA         No MI                                        100284030000170565            N/A                            N/A
NY         No MI                                        100284030000170698            N/A                            N/A
CO         No MI                                        100146001295477906            N/A                            N/A
VA         No MI                                        100196368000844798            N/A                            N/A
CO         No MI                                        100196368000804354            N/A                            N/A
MD         No MI                                        100196368000763139            N/A                            N/A
KY         No MI                                        100196368000813140            N/A                            N/A
OH         No MI                                        100196368000830516            N/A                            N/A
AZ         No MI                                        100199300006359007            N/A                            N/A
AZ         No MI                                        100199300006364825            N/A                            N/A
AZ         No MI                                        100199300006362530            N/A                            N/A
KS         No MI                                        100199300006353380            N/A                            N/A
FL         No MI                                        100022100137520508            N/A                            N/A
FL         No MI                                        100022100137443545            N/A                            N/A
FL         No MI                                        100022100136139979            N/A                            N/A
FL         No MI                                        100022100135816403            N/A                            N/A
FL         No MI                                        100263700000960661            N/A                            N/A
FL         No MI                                        100263700000957253            N/A                            N/A
AL         No MI                                        100263700000159926            N/A                            N/A
SC         No MI                                        100263700004061201            N/A                            N/A
SC         No MI                                        100263700004060054            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
GA         No MI                                        100263700001059281            N/A                            N/A
SC         No MI                                        100263700004061508            N/A                            N/A
GA         No MI                                        100263700001059836            N/A                            N/A
SC         No MI                                        100263700004059783            N/A                            N/A
FL         No MI                                        100263700000960216            N/A                            N/A
GA         No MI                                        100263700001060834            N/A                            N/A
GA         No MI                                        100263700001059422            N/A                            N/A
SC         No MI                                        100263700004061516            N/A                            N/A
GA         No MI                                        100263700001061808            N/A                            N/A
SC         No MI                                        100263700004061219            N/A                            N/A
FL         No MI                                        100263700000961792            N/A                            N/A
SC         No MI                                        100263700004060989            N/A                            N/A
SC         No MI                                        100263700004061771            N/A                            N/A
SC         No MI                                        100263700004060427            N/A                            N/A
SC         No MI                                        100263700004061193            N/A                            N/A
GA         No MI                                        100263700001061451            N/A                            N/A
SC         No MI                                        100263700004059973            N/A                            N/A
SC         No MI                                        100263700004060559            N/A                            N/A
SC         No MI                                        100263700004061227            N/A                            N/A
SC         No MI                                        100263700004061235            N/A                            N/A
SC         No MI                                        100263700004058868            N/A                            N/A
AZ         No MI                                        100062500080412036            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
MD         No MI                                        100062500080637327            N/A                            N/A
UT         No MI                                        100062500080511241            N/A                            N/A
NV         No MI                                        100062500080678263            N/A                            N/A
FL         GE Capital MI                                                 0            N/A                            N/A
GA         No MI                                        100022100135828382            N/A                            N/A
GA         No MI                                        100022100133384883            N/A                            N/A
NC         No MI                                        100022100133332577            N/A                            N/A
GA         No MI                                        100022100135727220            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
NC         No MI                                                         0            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
NC         GE Capital MI                                100022100136352556            N/A                            N/A
NC         GE Capital MI                                                 0            N/A                            N/A
NC         No MI                                                         0            N/A                            N/A
GA         No MI                                        100022100135411155            N/A                            N/A
FL         No MI                                        100022100135817070            N/A                            N/A
GA         No MI                                        100022100135952364            N/A                            N/A
FL         No MI                                        100022100135278828            N/A                            N/A
GA         No MI                                        100022100135548030            N/A                            N/A
GA         No MI                                        100022100135036440            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
FL         No MI                                        100022100136731650            N/A                            N/A
GA         No MI                                        100022100136983111            N/A                            N/A
SC         No MI                                                         0            N/A                            N/A
GA         GE Capital MI                                100022100137815213            N/A                            N/A
NC         No MI                                        100022100135482016            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100022100136818531            N/A                            N/A
FL         No MI                                        100022100136602794            N/A                            N/A
GA         No MI                                        100022100135679959            N/A                            N/A
GA         No MI                                        100022100138334214            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
GA         GE Capital MI                                100022100136351640            N/A                            N/A
GA         No MI                                        100022100135573277            N/A                            N/A
GA         No MI                                        100022100136688686            N/A                            N/A
GA         No MI                                        100022100135277424            N/A                            N/A
GA         No MI                                        100022100136985926            N/A                            N/A
FL         No MI                                        100022100137910907            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
NC         No MI                                                         0            N/A                            N/A
FL         No MI                                        100022100137105532            N/A                            N/A
NC         No MI                                        100022100136518156            N/A                            N/A
GA         Radian Guaranty                                               0            N/A                            N/A
FL         No MI                                        100022100135332864            N/A                            N/A
GA         No MI                                        100022100136504115            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
NY         No MI                                        100271100000150670            N/A                            N/A
VA         No MI                                        100271100000206407            N/A                            N/A
FL         No MI                                        100271100000226348            N/A                            N/A
FL         No MI                                        100153220601006171            N/A                            N/A
CA         No MI                                        100311300060006398            N/A                            N/A
CA         No MI                                        100022407897685771            N/A                            N/A
FL         No MI                                        100022407893412550            N/A                            N/A
NY         No MI                                        100022407896345385            N/A                            N/A
IN         No MI                                        100115600098680439            N/A                            N/A
OH         No MI                                        100115600099372440            N/A                            N/A
IN         No MI                                        100115600098679795            N/A                            N/A
OH         No MI                                        100115600053617202            N/A                            N/A
IN         No MI                                        100115600098680355            N/A                            N/A
IN         No MI                                        100115600098678961            N/A                            N/A
IN         No MI                                        100115600098679209            N/A                            N/A
IN         No MI                                        100115600098679530            N/A                            N/A
IN         No MI                                        100115600098679951            N/A                            N/A
IN         No MI                                        100115600098688119            N/A                            N/A
IN         No MI                                        100115600098681189            N/A                            N/A
IN         No MI                                        100115600098679043            N/A                            N/A
IN         No MI                                        100115600098678136            N/A                            N/A
OH         No MI                                                         0            N/A                            N/A
IN         No MI                                        100115600098681759            N/A                            N/A
IN         No MI                                        100115600098678219            N/A                            N/A
IN         No MI                                        100115600098680504            N/A                            N/A
IN         No MI                                        100115600098680272            N/A                            N/A
IN         No MI                                        100115600098681007            N/A                            N/A
IN         No MI                                        100115600098680843            N/A                            N/A
IN         No MI                                        100115600098679126            N/A                            N/A
IN         No MI                                        100115600098679381            N/A                            N/A
IN         No MI                                        100115600098677633            N/A                            N/A
IN         No MI                                        100115600098681676            N/A                            N/A
OH         No MI                                        100115600099427988            N/A                            N/A
IN         No MI                                        100115600098681262            N/A                            N/A
UT         No MI                                        100099210603210019            N/A                            N/A
UT         No MI                                        100099230604050024            N/A                            N/A
UT         No MI                                        100099230602170048            N/A                            N/A
UT         No MI                                        100099210601260024            N/A                            N/A
FL         No MI                                        100035010100445051            N/A                            N/A
MN         No MI                                        100431500000003893            N/A                            N/A
TX         No MI                                        100198900000049818            N/A                            N/A
TX         No MI                                        100198900000051368            N/A                            N/A
TX         No MI                                        100198900000051301            N/A                            N/A
TX         No MI                                        100198900000051087            N/A                            N/A
TN         No MI                                        100198900000050816            N/A                            N/A
TX         No MI                                        100198900000049875            N/A                            N/A
CA         No MI                                        100198900000046848            N/A                            N/A
TX         No MI                                        100198900000049578            N/A                            N/A
TX         No MI                                        100198900000048786            N/A                            N/A
MN         No MI                                        100198900000048273            N/A                            N/A
TX         No MI                                        100198900000050030            N/A                            N/A
AL         No MI                                        100198900000045667            N/A                            N/A
TX         No MI                                        100198900000053323            N/A                            N/A
TX         No MI                                        100198900000052457            N/A                            N/A
TX         No MI                                        100187100511312036            N/A                            N/A
CA         No MI                                                         0            N/A                            N/A
WA         No MI                                        100400200000035410            N/A                            N/A
NV         No MI                                        100400200000041558            N/A                            N/A
AZ         No MI                                        100199500138083991            N/A                            N/A
SC         No MI                                        100058310000714404            N/A                            N/A
GA         No MI                                        100058310000715807            N/A                            N/A
IL         Radian Guaranty                              100220710000114823            N/A                            N/A
WI         No MI                                        100220710000115069            N/A                            N/A
MN         No MI                                        100220710000115416            N/A                            N/A
WA         No MI                                        100016900075801291            N/A                            N/A
GA         No MI                                        100016900073812621            N/A                            N/A
TX         No MI                                        100016900061274016            N/A                            N/A
IL         No MI                                        100016900057751274            N/A                            N/A
WA         No MI                                        100016900075797259            N/A                            N/A
TX         No MI                                        100016900061011905            N/A                            N/A
TX         No MI                                        100016900059112921            N/A                            N/A
TX         No MI                                        100016900073596562            N/A                            N/A
WA         No MI                                        100016910000142729            N/A                            N/A
FL         No MI                                        100016900061520459            N/A                            N/A
WA         No MI                                        100016900075801861            N/A                            N/A
IL         No MI                                        100016900063319041            N/A                            N/A
TX         No MI                                        100016900061752771            N/A                            N/A
CO         No MI                                        100399600000116420            N/A                            N/A
WI         No MI                                        100399600000120547            N/A                            N/A
AZ         No MI                                        100399600000122691            N/A                            N/A
GA         No MI                                        100399600000119952            N/A                            N/A
MN         No MI                                        100399600000119986            N/A                            N/A
MN         No MI                                        100399600000115778            N/A                            N/A
MN         No MI                                        100399600000116594            N/A                            N/A
FL         No MI                                        100399600000120356            N/A                            N/A
MO         No MI                                        100399600000116321            N/A                            N/A
MN         No MI                                        100399600000119911            N/A                            N/A
MN         No MI                                        100399600000120448            N/A                            N/A
IL         PMI                                          100399600000115604            N/A                            N/A
MD         No MI                                        100399600000119531            N/A                            N/A
TX         No MI                                        100251800760321007            N/A                            N/A
TX         No MI                                        100251800000014040            N/A                            N/A
TX         No MI                                        100251800000013851            N/A                            N/A
TX         No MI                                        100251800000012002            N/A                            N/A
TX         No MI                                        100251800000014941            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
MD         No MI                                        100251800000015690            N/A                            N/A
TX         No MI                                        100251800000011624            N/A                            N/A
TX         No MI                                        100251800000016060            N/A                            N/A
TX         No MI                                        100251800000010857            N/A                            N/A
TX         No MI                                        100251800000014776            N/A                            N/A
TX         No MI                                        100251800000016672            N/A                            N/A
TX         No MI                                        100251800000010147            N/A                            N/A
TX         No MI                                        100251800510040006            N/A                            N/A
TX         No MI                                        100251800000012713            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
TX         No MI                                        100251800000015062            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
TX         No MI                                        100251800150816004            N/A                            N/A
TX         No MI                                        100251800000015419            N/A                            N/A
TX         No MI                                        100251800000009362            N/A                            N/A
TX         Republic MIC                                 100251800111602287            N/A                            N/A
NC         Republic MIC                                 100251800000005634            N/A                            N/A
NC         No MI                                        100251800000014800            N/A                            N/A
CO         No MI                                        100095301520001617            N/A                            N/A
CA         No MI                                        100095301526901448            N/A                            N/A
CO         No MI                                        100095301537500593            N/A                            N/A
MA         No MI                                        100034200057083721            N/A                            N/A
CA         No MI                                        100034200005440700            N/A                            N/A
NM         No MI                                        100034200057072443            N/A                            N/A
NM         No MI                                        100034200057117156            N/A                            N/A
NY         No MI                                        100034200005539600            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
NC         No MI                                        100034200005434950            N/A                            N/A
CA         No MI                                        100034200005533678            N/A                            N/A
FL         No MI                                        100034200005534726            N/A                            N/A
CA         No MI                                        100034200005541283            N/A                            N/A
ME         No MI                                        100034200005528173            N/A                            N/A
TX         No MI                                        100034200057057642            N/A                            N/A
CA         No MI                                        100034200057105441            N/A                            N/A
FL         No MI                                        100034200005534759            N/A                            N/A
WA         No MI                                        100034200057059812            N/A                            N/A
MA         No MI                                        100034200057134284            N/A                            N/A
FL         No MI                                        100034200005534684            N/A                            N/A
WA         No MI                                        100034200057059853            N/A                            N/A
ID         No MI                                        100034200057047940            N/A                            N/A
CA         No MI                                        100034200057067948            N/A                            N/A
GA         No MI                                        100148700000602157            N/A                            N/A
GA         No MI                                        100148700006010652            N/A                            N/A
NC         No MI                                        100148700006011361            N/A                            N/A
GA         No MI                                        100148700006011882            N/A                            N/A
GA         No MI                                        100148706011270009            N/A                            N/A
GA         No MI                                        100148706022200003            N/A                            N/A
GA         No MI                                        100148700006010579            N/A                            N/A
GA         No MI                                        100148700006020313            N/A                            N/A
GA         No MI                                        100148700006010348            N/A                            N/A
IL         No MI                                        100424906030028223            N/A                            N/A
MO         No MI                                        100424906040037602            N/A                            N/A
IN         No MI                                        100424906030030302            N/A                            N/A
IN         No MI                                        100424906030028629            N/A                            N/A
TX         No MI                                        100424906020024521            N/A                            N/A
FL         No MI                                        100424906020026559            N/A                            N/A
MI         No MI                                        100424906020026815            N/A                            N/A
TX         No MI                                        100424906020023887            N/A                            N/A
AR         No MI                                        100424906020023010            N/A                            N/A
MO         No MI                                        100424905120016361            N/A                            N/A
FL         No MI                                        100038500010131129            N/A                            N/A
FL         No MI                                        100038500010130535            N/A                            N/A
FL         No MI                                        100038500010135658            N/A                            N/A
FL         No MI                                        100038500010117128            N/A                            N/A
VA         No MI                                        100038500010126582            N/A                            N/A
FL         No MI                                        100038500010125980            N/A                            N/A
FL         No MI                                        100038500010129958            N/A                            N/A
FL         No MI                                        100038500010121542            N/A                            N/A
FL         No MI                                        100038500010122573            N/A                            N/A
IL         No MI                                        100038500010130824            N/A                            N/A
FL         No MI                                        100038500010126186            N/A                            N/A
FL         No MI                                        100038500010129081            N/A                            N/A
KY         No MI                                        100038500010127911            N/A                            N/A
FL         No MI                                        100038500010134073            N/A                            N/A
AL         No MI                                        100038500010135401            N/A                            N/A
IL         No MI                                        100038500010127309            N/A                            N/A
FL         No MI                                        100038500010130956            N/A                            N/A
TN         No MI                                        100083300000008948            N/A                            N/A
FL         No MI                                        100083300000007320            N/A                            N/A
GA         No MI                                        100083300000006702            N/A                            N/A
FL         No MI                                        100083300000006934            N/A                            N/A
OH         No MI                                        100083300000007726            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
MI         No MI                                        100133001000545125            N/A                            N/A
MA         No MI                                        100209600002184939            N/A                            N/A
NV         No MI                                                         0            N/A                            N/A
NV         No MI                                        100096000060413054            N/A                            N/A
CA         No MI                                        100096000026008204            N/A                            N/A
NV         No MI                                        100096000060309021            N/A                            N/A
CT         No MI                                        100238508482053786            N/A                            N/A
RI         No MI                                        100238508482056110            N/A                            N/A
NH         No MI                                        100238508482058561            N/A                            N/A
CT         No MI                                        100238508482043802            N/A                            N/A
AR         No MI                                        100238400000469548            N/A                            N/A
OK         No MI                                        100238400000462980            N/A                            N/A
NC         No MI                                        100238400000469456            N/A                            N/A
AR         No MI                                                         0            N/A                            N/A
OK         No MI                                        100238400000462998            N/A                            N/A
TN         No MI                                        100238400000468334            N/A                            N/A
AR         No MI                                        100238400000469555            N/A                            N/A
NC         No MI                                        100238400000469472            N/A                            N/A
OK         No MI                                        100238400000463012            N/A                            N/A
NJ         No MI                                        100124100000021524            N/A                            N/A
NJ         No MI                                        100124100000021581            N/A                            N/A
CA         No MI                                        100146900008030730            N/A                            N/A
CA         No MI                                        100146900008029500            N/A                            N/A
CA         No MI                                        100151800206030056            N/A                            N/A
CA         No MI                                        100385700009175975            N/A                            N/A
NV         United Guaranty                              100431900103466064            N/A                            N/A
CT         No MI                                                         0            N/A                            N/A
NC         No MI                                        100431900103563852            N/A                            N/A
NC         No MI                                        100431900103560387            N/A                            N/A
WA         No MI                                        100431900103528178            N/A                            N/A
GA         No MI                                        100431900103357669            N/A                            N/A
TX         No MI                                        100431900103521140            N/A                            N/A
AZ         No MI                                        100431900103482939            N/A                            N/A
TX         No MI                                        100431900103447965            N/A                            N/A
AZ         No MI                                        100431900103589360            N/A                            N/A
CA         No MI                                                         0            N/A                            N/A
WA         No MI                                        100431900103595334            N/A                            N/A
NC         No MI                                        100431900103583843            N/A                            N/A
CA         No MI                                        100431900103445688            N/A                            N/A
SC         No MI                                        100431900103564173            N/A                            N/A
CO         No MI                                        100431900103523740            N/A                            N/A
FL         No MI                                        100431900103589980            N/A                            N/A
OH         No MI                                        100431900103197776            N/A                            N/A
MD         No MI                                        100431900103491740            N/A                            N/A
AZ         No MI                                        100431900103481881            N/A                            N/A
CT         No MI                                        100431900103345557            N/A                            N/A
CA         No MI                                        100431900103513840            N/A                            N/A
CT         No MI                                        100431900103244685            N/A                            N/A
CA         No MI                                        100431900103618292            N/A                            N/A
TX         No MI                                        100431900103523278            N/A                            N/A
GA         No MI                                        100431900103605182            N/A                            N/A
CO         No MI                                        100431900103530513            N/A                            N/A
CA         No MI                                        100431900103317895            N/A                            N/A
TX         No MI                                        100431900103365670            N/A                            N/A
WA         No MI                                        100431900103616593            N/A                            N/A
CA         No MI                                        100431900103591788            N/A                            N/A
CO         No MI                                        100431900103458053            N/A                            N/A
IL         No MI                                        100431900103477434            N/A                            N/A
SC         No MI                                        100431900103557342            N/A                            N/A
TX         No MI                                        100020700194378708            N/A                            N/A
GA         No MI                                        100020700194436886            N/A                            N/A
GA         No MI                                        100020700194563424            N/A                            N/A
AL         Republic MIC                                 100020700194615406            N/A                            N/A
GA         No MI                                        100020700194436134            N/A                            N/A
TX         No MI                                        100020700194421367            N/A                            N/A
NV         No MI                                        100020700194398508            N/A                            N/A
TX         No MI                                        100020700194502463            N/A                            N/A
GA         No MI                                        100020700194694549            N/A                            N/A
TX         No MI                                        100020700194512777            N/A                            N/A
TX         No MI                                        100020700194350152            N/A                            N/A
TX         No MI                                        100020700194486121            N/A                            N/A
TN         No MI                                        100020700190825280            N/A                            N/A
VA         No MI                                        100020700194328711            N/A                            N/A
AL         No MI                                        100020700194578117            N/A                            N/A
AL         Mortgage Guaranty In                         100020700194440094            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
TX         No MI                                        100020700194687504            N/A                            N/A
CO         No MI                                        100225605811100398            N/A                            N/A
CO         No MI                                        100225600520160353            N/A                            N/A
NV         No MI                                        100161200000255611            N/A                            N/A
TX         No MI                                        100149500055594187            N/A                            N/A
TX         No MI                                        100149500055591944            N/A                            N/A
NJ         No MI                                        100027605080905105            N/A                            N/A
MD         No MI                                        100027605061612480            N/A                            N/A
VA         No MI                                        100027605062822500            N/A                            N/A
MD         No MI                                        100027605070603447            N/A                            N/A
MD         No MI                                        100027605120502730            N/A                            N/A
VA         No MI                                        100027005092813255            N/A                            N/A
MD         No MI                                        100027605080302212            N/A                            N/A
MD         No MI                                        100027605102111252            N/A                            N/A
NC         No MI                                        100027606010602325            N/A                            N/A
PA         No MI                                        100027605062923647            N/A                            N/A
NJ         No MI                                        100027605110704189            N/A                            N/A
NJ         No MI                                        100027606020201274            N/A                            N/A
MD         No MI                                        100027605020301811            N/A                            N/A
SC         No MI                                        100027605100603086            N/A                            N/A
MD         No MI                                        100027606032114226            N/A                            N/A
NJ         No MI                                        100027605083014707            N/A                            N/A
MD         No MI                                        100027605122917449            N/A                            N/A
NJ         No MI                                        100027606020201530            N/A                            N/A
SC         No MI                                        100027605121911385            N/A                            N/A
MD         No MI                                        100027605122816492            N/A                            N/A
PA         No MI                                        100027605120906329            N/A                            N/A
TN         No MI                                        100134600206040390            N/A                            N/A
GA         No MI                                        100134600206011250            N/A                            N/A
FL         No MI                                        100134600206030995            N/A                            N/A
FL         No MI                                        100134600206031506            N/A                            N/A
GA         No MI                                        100134600206040697            N/A                            N/A
GA         No MI                                        100134600206030680            N/A                            N/A
CA         No MI                                        100121700060203624            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
SC         No MI                                        100022100135234771            N/A                            N/A
AZ         No MI                                        100188601000111838            N/A                            N/A
AZ         No MI                                        100188601000108768            N/A                            N/A
AZ         No MI                                        100188601000116290            N/A                            N/A
AZ         No MI                                        100188601000114691            N/A                            N/A
AZ         No MI                                        100188601000116282            N/A                            N/A
FL         No MI                                        100100300000195843            N/A                            N/A
PA         No MI                                        100129200060001047            N/A                            N/A
PA         Republic MIC                                 100129200123060485            N/A                            N/A
PA         No MI                                        100129200060002094            N/A                            N/A
GA         No MI                                        100032100001009883            N/A                            N/A
GA         No MI                                        100032100001011707            N/A                            N/A
GA         No MI                                        100032100001004017            N/A                            N/A
GA         No MI                                        100032100001004314            N/A                            N/A
GA         No MI                                        100032100001009727            N/A                            N/A
GA         No MI                                        100032100001014164            N/A                            N/A
GA         No MI                                        100032100001002862            N/A                            N/A
GA         No MI                                        100032100001004819            N/A                            N/A
GA         No MI                                        100032100000622421            N/A                            N/A
GA         No MI                                        100032100001003019            N/A                            N/A
GA         No MI                                        100032100001018694            N/A                            N/A
GA         No MI                                        100032100001005980            N/A                            N/A
GA         No MI                                        100032100001015617            N/A                            N/A
GA         No MI                                        100032100000617397            N/A                            N/A
GA         No MI                                        100032100000608305            N/A                            N/A
GA         No MI                                        100032100001007325            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100032100001010063            N/A                            N/A
GA         No MI                                        100032100001006095            N/A                            N/A
GA         No MI                                        100032100001013190            N/A                            N/A
GA         No MI                                        100032100000619575            N/A                            N/A
GA         No MI                                        100032100001011905            N/A                            N/A
GA         No MI                                        100032100001001914            N/A                            N/A
GA         No MI                                        100032100001018025            N/A                            N/A
GA         No MI                                        100032100001001591            N/A                            N/A
GA         No MI                                        100032100001009552            N/A                            N/A
GA         No MI                                        100032100001011731            N/A                            N/A
GA         No MI                                        100032100001016532            N/A                            N/A
GA         No MI                                        100032100001001807            N/A                            N/A
GA         No MI                                        100032100001001799            N/A                            N/A
GA         No MI                                        100032100001017415            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100032100001009677            N/A                            N/A
GA         No MI                                        100032100001019320            N/A                            N/A
GA         No MI                                        100032100001012424            N/A                            N/A
GA         No MI                                        100032100001008935            N/A                            N/A
GA         No MI                                        100032100001016912            N/A                            N/A
GA         No MI                                        100032100000612497            N/A                            N/A
GA         No MI                                        100032100001015245            N/A                            N/A
NC         No MI                                        100032100001015724            N/A                            N/A
GA         No MI                                        100032100001016896            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100032100000545762            N/A                            N/A
GA         No MI                                        100032100001014131            N/A                            N/A
GA         No MI                                        100032100001010253            N/A                            N/A
GA         No MI                                        100032100001017399            N/A                            N/A
GA         No MI                                        100032100000601896            N/A                            N/A
GA         No MI                                        100032100001009537            N/A                            N/A
GA         No MI                                        100032100001005105            N/A                            N/A
GA         No MI                                        100032100001002474            N/A                            N/A
GA         No MI                                        100032100001015690            N/A                            N/A
GA         No MI                                        100032100001013372            N/A                            N/A
GA         No MI                                        100032100001015609            N/A                            N/A
GA         No MI                                        100032100001002854            N/A                            N/A
GA         No MI                                        100032100001008836            N/A                            N/A
GA         No MI                                        100032100001017860            N/A                            N/A
GA         No MI                                        100032100001005998            N/A                            N/A
GA         No MI                                        100032100001017886            N/A                            N/A
GA         No MI                                        100032100001015997            N/A                            N/A
GA         No MI                                        100032100001019213            N/A                            N/A
GA         No MI                                        100032100001009461            N/A                            N/A
GA         No MI                                        100032100001016557            N/A                            N/A
GA         No MI                                        100032100000612612            N/A                            N/A
GA         No MI                                        100032100001013430            N/A                            N/A
GA         No MI                                        100032100001014602            N/A                            N/A
GA         No MI                                        100032100001014123            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
NC         No MI                                        100032100001008349            N/A                            N/A
FL         No MI                                        100032100001010600            N/A                            N/A
GA         No MI                                        100032100001014412            N/A                            N/A
GA         No MI                                        100032100001013091            N/A                            N/A
NC         No MI                                        100032100001015047            N/A                            N/A
GA         No MI                                        100032100001017597            N/A                            N/A
IL         No MI                                        100086600360034666            N/A                            N/A
CA         No MI                                        100086600100108010            N/A                            N/A
HI         No MI                                        100086600193001593            N/A                            N/A
CA         No MI                                        100086600111034106            N/A                            N/A
CO         No MI                                        100086600211023587            N/A                            N/A
CA         No MI                                        100086600210061380            N/A                            N/A
FL         No MI                                        100086600211021151            N/A                            N/A
CA         No MI                                        100086600198000475            N/A                            N/A
CA         No MI                                        100086600100107376            N/A                            N/A
RI         No MI                                        100086600526041217            N/A                            N/A
MI         No MI                                        100065000410467096            N/A                            N/A
TX         No MI                                        100404400000014433            N/A                            N/A
MO         No MI                                                         0            N/A                            N/A
TX         No MI                                                         0            N/A                            N/A
TX         No MI                                        100404400000002563            N/A                            N/A
IL         No MI                                        100404400000034829            N/A                            N/A
TX         No MI                                        100104400000025900            N/A                            N/A
IL         No MI                                        100404400000016289            N/A                            N/A
OR         No MI                                        100404400000022485            N/A                            N/A
TX         No MI                                        100404400000032716            N/A                            N/A
TX         No MI                                        100404400000023137            N/A                            N/A
AZ         No MI                                        100404400000037400            N/A                            N/A
OK         No MI                                        100404400000025637            N/A                            N/A
AZ         No MI                                        100404400000027898            N/A                            N/A
TX         No MI                                        100404400000033938            N/A                            N/A
TX         No MI                                        100404400000003458            N/A                            N/A
TX         No MI                                        100404400000023871            N/A                            N/A
TX         No MI                                        100404400000029019            N/A                            N/A
TX         No MI                                        100404400000034274            N/A                            N/A
NV         No MI                                        100145900029081119            N/A                            N/A
CA         No MI                                        100145900029087181            N/A                            N/A
GA         No MI                                        100229330000114847            N/A                            N/A
GA         No MI                                        100229330000119275            N/A                            N/A
FL         No MI                                        100229330000126239            N/A                            N/A
GA         No MI                                        100229330000121503            N/A                            N/A
FL         No MI                                        100229330000115851            N/A                            N/A
GA         No MI                                        100229330000114912            N/A                            N/A
TN         No MI                                        100229330000128375            N/A                            N/A
GA         No MI                                        100229330000133060            N/A                            N/A
GA         No MI                                        100229330000129662            N/A                            N/A
GA         No MI                                        100229330000123442            N/A                            N/A
GA         No MI                                        100229330000129001            N/A                            N/A
GA         No MI                                        100229330000138747            N/A                            N/A
GA         No MI                                        100229330000125785            N/A                            N/A
GA         No MI                                        100229330000099188            N/A                            N/A
AL         No MI                                        100229330000115703            N/A                            N/A
GA         No MI                                        100229330000114235            N/A                            N/A
GA         No MI                                        100229330000128029            N/A                            N/A
TN         No MI                                        100229330000134357            N/A                            N/A
GA         No MI                                        100229330000130991            N/A                            N/A
GA         No MI                                        100229330000114789            N/A                            N/A
IN         No MI                                        100229330000115174            N/A                            N/A
GA         No MI                                        100229330000130900            N/A                            N/A
GA         No MI                                        100229330000025654            N/A                            N/A
VA         No MI                                        100229330000132104            N/A                            N/A
GA         No MI                                        100229330000133995            N/A                            N/A
OH         No MI                                        100146401720000291            N/A                            N/A
TX         No MI                                        100053620101012002            N/A                            N/A
TX         No MI                                        100053620011092458            N/A                            N/A
TX         No MI                                        100053630681013395            N/A                            N/A
TX         No MI                                        100053630681013379            N/A                            N/A
TX         No MI                                        100053630291006250            N/A                            N/A
TX         No MI                                        100053620011092490            N/A                            N/A
MO         No MI                                        100053620081020934            N/A                            N/A
TX         No MI                                        100053630191010741            N/A                            N/A
TX         No MI                                        100053630061079552            N/A                            N/A
TX         No MI                                        100053620011089512            N/A                            N/A
TX         No MI                                        100053620171000333            N/A                            N/A
TX         No MI                                        100053630681013353            N/A                            N/A
TX         No MI                                        100053630681013429            N/A                            N/A
TX         No MI                                        100053620011091716            N/A                            N/A
TX         No MI                                        100053620011092466            N/A                            N/A
TX         No MI                                        100053630719101733            N/A                            N/A
TX         No MI                                        100053620031045916            N/A                            N/A
TX         No MI                                        100053620101013141            N/A                            N/A
TX         No MI                                        100053620171000580            N/A                            N/A
LA         No MI                                        100053630241007937            N/A                            N/A
TX         No MI                                        100053630681013437            N/A                            N/A
CA         No MI                                        100171906040018953            N/A                            N/A
AZ         No MI                                        100171906040019399            N/A                            N/A
IL         No MI                                        100113200137338867            N/A                            N/A
IL         No MI                                        100113200137346035            N/A                            N/A
IN         No MI                                        100113200132528389            N/A                            N/A
FL         No MI                                        100057400002532804            N/A                            N/A
GA         No MI                                        100057400002539817            N/A                            N/A
GA         No MI                                        100057400002719815            N/A                            N/A
GA         No MI                                        100057400002758581            N/A                            N/A
VA         No MI                                        100057400002704023            N/A                            N/A
AZ         No MI                                        100057400002713297            N/A                            N/A
MI         No MI                                        100057400002346817            N/A                            N/A
GA         No MI                                        100057400002258236            N/A                            N/A
NV         No MI                                        100057400002765396            N/A                            N/A
NC         No MI                                        100057400002682997            N/A                            N/A
FL         No MI                                        100057400002734814            N/A                            N/A
VA         No MI                                        100057400002719690            N/A                            N/A
AZ         No MI                                        100057400002739250            N/A                            N/A
VA         No MI                                        100057400002765669            N/A                            N/A
NM         No MI                                        100057400002598409            N/A                            N/A
AZ         GE Capital MI                                100057400002133652            N/A                            N/A
PA         No MI                                        100057400002666651            N/A                            N/A
AZ         No MI                                        100057400002732727            N/A                            N/A
NV         No MI                                        100057400002430637            N/A                            N/A
FL         No MI                                        100057400002505768            N/A                            N/A
FL         No MI                                        100057400002778068            N/A                            N/A
AZ         No MI                                        100057400002428102            N/A                            N/A
NV         No MI                                        100057400002440859            N/A                            N/A
AZ         No MI                                        400057400002679175            N/A                            N/A
FL         No MI                                        100057400002643221            N/A                            N/A
MI         No MI                                        100057400002440016            N/A                            N/A
CA         No MI                                        100057400002767541            N/A                            N/A
FL         No MI                                        100057400002666321            N/A                            N/A
FL         GE Capital MI                                100057400002339036            N/A                            N/A
FL         No MI                                        100057400002722066            N/A                            N/A
IL         No MI                                        100057400002719310            N/A                            N/A
FL         No MI                                        100057400002518985            N/A                            N/A
CA         No MI                                        100057400002543124            N/A                            N/A
CA         No MI                                        100057400002595496            N/A                            N/A
NV         No MI                                        100057400002657379            N/A                            N/A
CO         No MI                                        100057400002530279            N/A                            N/A
IL         No MI                                        100057400002383471            N/A                            N/A
FL         No MI                                        100057400002536235            N/A                            N/A
OH         No MI                                        100057400002672154            N/A                            N/A
UT         No MI                                        100124700070128800            N/A                            N/A
UT         No MI                                        100124700070122027            N/A                            N/A
CO         No MI                                        100124700070142157            N/A                            N/A
UT         No MI                                        100124700070031319            N/A                            N/A
CO         No MI                                        100124700070120641            N/A                            N/A
UT         No MI                                                         0            N/A                            N/A
CO         No MI                                        100124700070131821            N/A                            N/A
CO         No MI                                        100124700070123165            N/A                            N/A
CO         No MI                                        100124700070139864            N/A                            N/A
CO         No MI                                                         0            N/A                            N/A
CO         No MI                                        100124700070127422            N/A                            N/A
CO         No MI                                        100124700070116078            N/A                            N/A
UT         No MI                                        100124700070129980            N/A                            N/A
CO         No MI                                        100124700070141399            N/A                            N/A
UT         No MI                                        100124700070130939            N/A                            N/A
UT         No MI                                        100124700070118330            N/A                            N/A
CO         No MI                                        100124700070128990            N/A                            N/A
UT         No MI                                        100124700070120336            N/A                            N/A
CO         No MI                                        100124700070121847            N/A                            N/A
CO         GE Capital MI                                100124700070127091            N/A                            N/A
CO         No MI                                        100124700070136415            N/A                            N/A
CO         No MI                                        100124700070134659            N/A                            N/A
NV         No MI                                        100124700070124148            N/A                            N/A
NV         No MI                                        100125300029356864            N/A                            N/A
CA         No MI                                        100114700000231742            N/A                            N/A
CA         No MI                                        100114700000229084            N/A                            N/A
CA         No MI                                        100114700000023209            N/A                            N/A
CA         No MI                                                         0            N/A                            N/A
TX         No MI                                        100068300111558020            N/A                            N/A
NV         No MI                                        100137306030023258            N/A                            N/A
NV         No MI                                        100137306030023209            N/A                            N/A
NV         No MI                                        100137366040023819            N/A                            N/A
NV         No MI                                        100137306030022573            N/A                            N/A
RI         No MI                                        100094600000419533            N/A                            N/A
MI         No MI                                        100094600000421364            N/A                            N/A
IN         No MI                                        100094600000419020            N/A                            N/A
MA         No MI                                        100094600000427072            N/A                            N/A
CT         No MI                                        100094600000425811            N/A                            N/A
IN         No MI                                        100094600000422099            N/A                            N/A
NH         No MI                                        100094600000422511            N/A                            N/A
MA         No MI                                        100022100133165423            N/A                            N/A
CT         No MI                                        100094600000409716            N/A                            N/A
NH         No MI                                        100094600000422412            N/A                            N/A
RI         No MI                                        100094600000424640            N/A                            N/A
MA         No MI                                        100094600000410680            N/A                            N/A
MA         No MI                                        100022100136477064            N/A                            N/A
MI         No MI                                        100094600000418287            N/A                            N/A
MA         No MI                                        100094600000421380            N/A                            N/A
NH         No MI                                        100094600000426777            N/A                            N/A
CA         No MI                                        100063100074192550            N/A                            N/A
FL         No MI                                        100265600005025346            N/A                            N/A
FL         No MI                                        100265600005013458            N/A                            N/A
TX         No MI                                        100265600005015404            N/A                            N/A
MS         No MI                                        100265600005014407            N/A                            N/A
IN         No MI                                        100265600005020198            N/A                            N/A
OK         No MI                                        100265600004286733            N/A                            N/A
TX         No MI                                        100265600005015826            N/A                            N/A
IN         No MI                                        100265600005015586            N/A                            N/A
TX         No MI                                        100265600005016089            N/A                            N/A
OH         No MI                                        100265600004816554            N/A                            N/A
OK         No MI                                        100265600005008201            N/A                            N/A
TX         No MI                                        100265600005035204            N/A                            N/A
FL         No MI                                               10025043257            N/A                            N/A
OK         No MI                                        100265600004819533            N/A                            N/A
WY         No MI                                        100265600005016709            N/A                            N/A
UT         No MI                                        100031700003366537            N/A                            N/A
UT         No MI                                        100031700003360548            N/A                            N/A
CA         No MI                                        100031700003366081            N/A                            N/A
TX         No MI                                        100031700003351612            N/A                            N/A
AZ         No MI                                        100031700003361744            N/A                            N/A
TX         No MI                                        100031700003343270            N/A                            N/A
UT         No MI                                        100031700003361132            N/A                            N/A
FL         No MI                                        100031700003365620            N/A                            N/A
CO         No MI                                        100031700003352644            N/A                            N/A
FL         No MI                                        100031700003344807            N/A                            N/A
UT         No MI                                        100031700003357874            N/A                            N/A
FL         No MI                                        100031700003369002            N/A                            N/A
CA         No MI                                        100031700003384191            N/A                            N/A
CA         No MI                                        100031700003355621            N/A                            N/A
TX         No MI                                        100031700003351646            N/A                            N/A
NC         No MI                                        100047132160100594            N/A                            N/A
CO         No MI                                        100047152206005433            N/A                            N/A
NV         No MI                                        100047152260300761            N/A                            N/A
TX         No MI                                        100047152206008569            N/A                            N/A
TN         No MI                                                         0            N/A                            N/A
AZ         No MI                                        100047131450600628            N/A                            N/A
TX         No MI                                        100047152205008008            N/A                            N/A
AZ         No MI                                        100047131460100494            N/A                            N/A
CA         No MI                                        100047152206007090            N/A                            N/A
IL         Mortgage Guaranty In                         100032415060077880            N/A                            N/A
NV         No MI                                        100163110115959841            N/A                            N/A
NV         No MI                                        100163110000975449            N/A                            N/A
VA         No MI                                        100078200000202532            N/A                            N/A
VA         No MI                                                         0            N/A                            N/A
VA         No MI                                                         0            N/A                            N/A
VA         No MI                                        100078200000200924            N/A                            N/A
VA         No MI                                        100078200000201104            N/A                            N/A
MD         No MI                                        100078200000202722            N/A                            N/A
MD         No MI                                        100078200000205279            N/A                            N/A
VA         No MI                                        100078200000204728            N/A                            N/A
VA         No MI                                        100078200000203704            N/A                            N/A
VA         No MI                                        100078200000203670            N/A                            N/A
VA         No MI                                        100078200000202037            N/A                            N/A
VA         No MI                                        100078500000202656            N/A                            N/A
GA         No MI                                        100135813080041660            N/A                            N/A
GA         No MI                                        100135813270000914            N/A                            N/A
NJ         No MI                                        100135811010032940            N/A                            N/A
CA         No MI                                        100135813100123548            N/A                            N/A
NJ         No MI                                        100135811010031751            N/A                            N/A
NV         No MI                                        100194924106026286            N/A                            N/A
NV         No MI                                        100194924150415524            N/A                            N/A
NV         No MI                                        100194924106029866            N/A                            N/A
CA         No MI                                        100194924106020451            N/A                            N/A
AZ         No MI                                        100194972106027281            N/A                            N/A
NV         No MI                                        100194924106024578            N/A                            N/A
NV         No MI                                        100194924106026821            N/A                            N/A
NV         No MI                                        100194924106018364            N/A                            N/A
AZ         No MI                                        100194972106024544            N/A                            N/A
NV         No MI                                        100194924106022481            N/A                            N/A
AZ         No MI                                        100194972106026176            N/A                            N/A
NV         No MI                                        100194924106021426            N/A                            N/A
NV         No MI                                        100194924106026961            N/A                            N/A
CA         No MI                                        100221000000023144            N/A                            N/A
IL         No MI                                        100173250020072062            N/A                            N/A
FL         No MI                                        100173250020045175            N/A                            N/A
OR         No MI                                        100173250010042786            N/A                            N/A
AZ         No MI                                        100173202000016114            N/A                            N/A
LA         No MI                                        100173250020060224            N/A                            N/A
FL         No MI                                                         0            N/A                            N/A
MN         No MI                                        100173250020052288            N/A                            N/A
NV         No MI                                        100173250020064036            N/A                            N/A
MN         No MI                                        100173250010040897            N/A                            N/A
MD         No MI                                                         0            N/A                            N/A
AZ         No MI                                        100070706030085307            N/A                            N/A
AZ         No MI                                        100070706030083518            N/A                            N/A
AZ         No MI                                        100070706050089619            N/A                            N/A
AZ         No MI                                        100070706040086519            N/A                            N/A
AZ         No MI                                        100070706030085455            N/A                            N/A
AZ         No MI                                        100070706040087053            N/A                            N/A
AZ         No MI                                        100070706030084953            N/A                            N/A
AZ         No MI                                        100070706030083724            N/A                            N/A
AZ         No MI                                        100070706030084359            N/A                            N/A
AZ         No MI                                        100070706020082702            N/A                            N/A
AZ         No MI                                        100070706040086956            N/A                            N/A
FL         No MI                                        100274130912169531            N/A                            N/A
GA         No MI                                        100065500000237387            N/A                            N/A
GA         No MI                                        100065500000237403            N/A                            N/A
SC         No MI                                                         0            N/A                            N/A
GA         No MI                                        100065500000242114            N/A                            N/A
GA         No MI                                        100065500000237288            N/A                            N/A
GA         No MI                                        100065500000239433            N/A                            N/A
GA         No MI                                        100065500000237395            N/A                            N/A
GA         No MI                                        100065500000240803            N/A                            N/A
GA         No MI                                        100065500000242825            N/A                            N/A
GA         No MI                                                         0            N/A                            N/A
GA         No MI                                        100065500000237411            N/A                            N/A
GA         No MI                                        100065500000232750            N/A                            N/A
GA         No MI                                        100065500000240019            N/A                            N/A
GA         No MI                                        100065500000239011            N/A                            N/A
GA         No MI                                        100065500000244151            N/A                            N/A
FL         No MI                                        100065500000245349            N/A                            N/A
GA         No MI                                        100065500000235076            N/A                            N/A
GA         No MI                                        100065500000237338            N/A                            N/A
GA         No MI                                        100065500000237296            N/A                            N/A
NC         No MI                                        100065500000240894            N/A                            N/A
GA         No MI                                        100065500000244011            N/A                            N/A
IN         No MI                                        100307100000152260            N/A                            N/A
TX         No MI                                        100307100000146841            N/A                            N/A
TX         No MI                                        100307100000151247            N/A                            N/A
TX         No MI                                        100307100000148953            N/A                            N/A
TX         No MI                                        100307100000148995            N/A                            N/A
TX         No MI                                        100307100000152815            N/A                            N/A
TX         No MI                                        100307100000154308            N/A                            N/A
TX         No MI                                        100307100000150942            N/A                            N/A
TX         No MI                                        100307100000147138            N/A                            N/A
TX         No MI                                        100307100000154720            N/A                            N/A
GA         No MI                                        100085600023364287            N/A                            N/A
GA         No MI                                        M10008560002292800            N/A                            N/A
GA         No MI                                        100085600023448510            N/A                            N/A
AL         No MI                                        M10008560002291700            N/A                            N/A
TN         No MI                                        M10008560002306500            N/A                            N/A
GA         No MI                                        M10008560002215400            N/A                            N/A
GA         Radian Guaranty                              M10008560002313100            N/A                            N/A
AL         No MI                                        M10008560002323100            N/A                            N/A
AL         No MI                                        M10008560060001200            N/A                            N/A
GA         No MI                                        100085600023524906            N/A                            N/A
GA         No MI                                        100085600023371787            N/A                            N/A
GA         No MI                                        100085600023477220            N/A                            N/A
SC         No MI                                        100085600023247474            N/A                            N/A
AL         No MI                                        M10008560002246100            N/A                            N/A
TN         No MI                                        100085600023450151            N/A                            N/A
AL         No MI                                        100085600022842713            N/A                            N/A
GA         No MI                                        100085600023539698            N/A                            N/A
GA         No MI                                        M10008560002316200            N/A                            N/A
TX         No MI                                        100305900012311651            N/A                            N/A
GA         No MI                                        100063700002728175            N/A                            N/A
MI         No MI                                        100063700002732417            N/A                            N/A
MI         No MI                                                         0            N/A                            N/A
MI         No MI                                        100063700002729355            N/A                            N/A
MI         No MI                                        100063700002731880            N/A                            N/A
MI         No MI                                        100063700002723812            N/A                            N/A
MI         No MI                                        100063700002723887            N/A                            N/A
MI         No MI                                        100063700002730544            N/A                            N/A
GA         No MI                                        100354450140102812            N/A                            N/A
PA         No MI                                        100076500000183224            N/A                            N/A
PA         No MI                                        100076500000987977            N/A                            N/A
NJ         No MI                                        100076500001191564            N/A                            N/A
PA         No MI                                        100076500000937314            N/A                            N/A
PA         No MI                                        100076500000944872            N/A                            N/A
PA         No MI                                        100076500000991071            N/A                            N/A
PA         No MI                                        100076500001186689            N/A                            N/A
DE         No MI                                        100076500000191367            N/A                            N/A
PA         No MI                                        100076500000937942            N/A                            N/A
PA         No MI                                        100076500000182242            N/A                            N/A
NJ         No MI                                        100076500000938650            N/A                            N/A
NJ         No MI                                        100076500000186466            N/A                            N/A
PA         No MI                                        100076500000187563            N/A                            N/A
NJ         No MI                                        100076500000935094            N/A                            N/A
DE         No MI                                        100076500000912937            N/A                            N/A
NJ         No MI                                        100076500000909503            N/A                            N/A
PA         No MI                                        100076500000932455            N/A                            N/A
PA         No MI                                        100076500000947396            N/A                            N/A
PA         No MI                                        100076500000945606            N/A                            N/A
NJ         No MI                                        100076500000921128            N/A                            N/A
PA         No MI                                        100076500000188256            N/A                            N/A
NJ         No MI                                        100076500000188298            N/A                            N/A
PA         No MI                                        100076500000927364            N/A                            N/A
PA         No MI                                        100076500000988366            N/A                            N/A
PA         No MI                                                         0            N/A                            N/A
NJ         No MI                                        100076500000931572            N/A                            N/A
PA         No MI                                        100076500000920377            N/A                            N/A
NJ         No MI                                        100076500001001326            N/A                            N/A
NJ         No MI                                        100076500000943361            N/A                            N/A
PA         Republic MIC                                 100076500000192472            N/A                            N/A
NJ         No MI                                        100076500000937009            N/A                            N/A
PA         No MI                                        100076500000928305            N/A                            N/A
NJ         No MI                                        100076500000946877            N/A                            N/A
PA         No MI                                        100076500000946265            N/A                            N/A
PA         No MI                                        100076500000994497            N/A                            N/A
PA         No MI                                        100076500000985982            N/A                            N/A
PA         No MI                                        100076500000183349            N/A                            N/A
DE         No MI                                        100076500000184263            N/A                            N/A
PA         No MI                                        100076500000196036            N/A                            N/A
NJ         No MI                                        100076500000188918            N/A                            N/A
PA         No MI                                        100076500000197505            N/A                            N/A
NE         No MI                                        100077430500751099            N/A                            N/A
NE         No MI                                        100077430500755306            N/A                            N/A
NE         No MI                                        100077430500755041            N/A                            N/A
NE         No MI                                        100077430500755363            N/A                            N/A
NE         No MI                                        100077430500751149            N/A                            N/A
NE         No MI                                        100077430500755421            N/A                            N/A
CA         No MI                                        100184750602070001            N/A                            N/A
WI         No MI                                        100272406032388892            N/A                            N/A
MN         No MI                                        100272406041795855            N/A                            N/A
MD         No MI                                        100293000136899717            N/A                            N/A
FL         No MI                                        100293000136875790            N/A                            N/A
VA         No MI                                        100293000135607764            N/A                            N/A
FL         No MI                                        100293000136890542            N/A                            N/A
IA         No MI                                        100293000137314195            N/A                            N/A
GA         No MI                                        100293000135206146            N/A                            N/A
IA         No MI                                        100293000152378299            N/A                            N/A
VA         No MI                                        100293000135447542            N/A                            N/A
VA         No MI                                        100293000135610974            N/A                            N/A
GA         No MI                                        100293000136559725            N/A                            N/A
GA         No MI                                        100293000152539098            N/A                            N/A
DC         PMI                                          100293000134981343            N/A                            N/A
VA         No MI                                        100293000137348193            N/A                            N/A
GA         No MI                                        100293000138132091            N/A                            N/A
MD         No MI                                        100293000134414568            N/A                            N/A
GA         No MI                                        100293000133498810            N/A                            N/A
FL         No MI                                        100293000134814940            N/A                            N/A
IA         No MI                                                         0            N/A                            N/A
VA         No MI                                        100293000000581623            N/A                            N/A
IA         No MI                                        100293000135193195            N/A                            N/A
VA         No MI                                        100293000136408592            N/A                            N/A
MD         No MI                                        100289400000040545            N/A                            N/A
DC         No MI                                        100289400000041048            N/A                            N/A
VA         No MI                                        100289400000038192            N/A                            N/A
NJ         No MI                                        100212001000231498            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
NJ         No MI                                                         0            N/A                            N/A
CO         No MI                                        100034683320100978            N/A                            N/A
TX         No MI                                        100034673335107183            N/A                            N/A
CO         No MI                                        100034683320100986            N/A                            N/A
CA         No MI                                        100034673310181609            N/A                            N/A
TX         No MI                                        100034683335100336            N/A                            N/A
CA         No MI                                        100034683310100988            N/A                            N/A
IL         No MI                                        100031205407373915            N/A                            N/A
MO         No MI                                        100031231107349476            N/A                            N/A
KS         No MI                                        100031230107299442            N/A                            N/A
OK         No MI                                        100031231107395024            N/A                            N/A
IN         No MI                                        100031205707328106            N/A                            N/A
TN         No MI                                        100031230707291153            N/A                            N/A
MN         No MI                                        100031204107317215            N/A                            N/A
FL         No MI                                        100031204607391868            N/A                            N/A
MO         No MI                                        100031231707354272            N/A                            N/A
KS         No MI                                        100031231707342822            N/A                            N/A
KS         No MI                                        100031230107299574            N/A                            N/A
KS         No MI                                        100031230107299418            N/A                            N/A
NC         No MI                                        100031209807292089            N/A                            N/A
MO         No MI                                        100031231707397222            N/A                            N/A
OH         No MI                                        100031230707394783            N/A                            N/A
MI         No MI                                        100031231107377295            N/A                            N/A
NC         No MI                                        100031209807291792            N/A                            N/A
AZ         No MI                                        100420200000120069            N/A                            N/A
AZ         No MI                                        100420200000114914            N/A                            N/A
AZ         No MI                                        100420200000116729            N/A                            N/A
IN         No MI                                        100420200000109377            N/A                            N/A
DC         No MI                                        M10012630000013338            N/A                            N/A
TX         No MI                                        M10012630000013913            N/A                            N/A
VA         No MI                                        M10012630000012814            N/A                            N/A
TX         No MI                                        100075900496006551            N/A                            N/A
TX         No MI                                        100075900496004481            N/A                            N/A
TX         No MI                                        100075900106000903            N/A                            N/A
TX         No MI                                        100075900336002661            N/A                            N/A
TX         No MI                                        100075900496004671            N/A                            N/A
TX         No MI                                        100075900126009991            N/A                            N/A
TX         No MI                                        100075900246006224            N/A                            N/A
TX         No MI                                        100075900156000431            N/A                            N/A
TX         No MI                                        100075900126007946            N/A                            N/A
TX         No MI                                        100075900126004539            N/A                            N/A
TX         No MI                                        100075900246007297            N/A                            N/A
TX         No MI                                        100075900496004804            N/A                            N/A
TX         No MI                                        100075900246005564            N/A                            N/A
TX         No MI                                        100075900126007458            N/A                            N/A
TX         No MI                                        100075900126007300            N/A                            N/A
TX         No MI                                        100075900126011666            N/A                            N/A
TX         No MI                                        100075900126007334            N/A                            N/A
NY         No MI                                        100022407896424685            N/A                            N/A
CA         No MI                                        100022407895468683            N/A                            N/A


STATE             MAX_RATE             MIN_RATE              PER_RATE_CAP             GROUP_ID             HYBRID_TERM            LIEN
---------------------------------------------------------------------------------------------------------------------------------------
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
DE                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
LA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MS                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
MS                  N/A                   N/A                    N/A                     I                     N/A               First
LA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
AR                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
DE                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
LA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MS                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
ID                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
WY                  N/A                   N/A                    N/A                     I                     N/A               First
HI                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
WY                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
HI                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
HI                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
ME                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
ID                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AR                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
KY                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
AR                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
AR                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
AR                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
WA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
HI                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
LA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
NM                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
CT                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
RI                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MA                  N/A                   N/A                    N/A                     I                     N/A               First
NH                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
MS                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
WY                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
UT                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
OR                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
LA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
NV                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
SC                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
AL                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
DE                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
DE                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
DE                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
PA                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
NE                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
WI                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
IA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
GA                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
IA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
IA                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
MD                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
NJ                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CO                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First
IL                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
OK                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
TN                  N/A                   N/A                    N/A                     I                     N/A               First
MN                  N/A                   N/A                    N/A                     I                     N/A               First
FL                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
KS                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
MO                  N/A                   N/A                    N/A                     I                     N/A               First
OH                  N/A                   N/A                    N/A                     I                     N/A               First
MI                  N/A                   N/A                    N/A                     I                     N/A               First
NC                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
AZ                  N/A                   N/A                    N/A                     I                     N/A               First
IN                  N/A                   N/A                    N/A                     I                     N/A               First
DC                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
VA                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
TX                  N/A                   N/A                    N/A                     I                     N/A               First
NY                  N/A                   N/A                    N/A                     I                     N/A               First
CA                  N/A                   N/A                    N/A                     I                     N/A               First


STATE           BALLOON             PP_DESC           IO_FLAG     IO_PERIOD                    PORTFOLIO
--------------------------------------------------------------------------------------------------------
CO                 No                NO PP               Y                        120          CNDU
TX                 No                NO PP               Y                        120          CNDU
MD                 No                NO PP               Y                        120          CNDU
MO                 No                2Y PP               N                          0          CNDU
MD                 No                NO PP               Y                        120          CNDU
NC                 No                NO PP               Y                        120          CNDU
WI                 No                6M PP               N                          0          CNDU
IN                 No                NO PP               Y                        120          CNDU
OR                 No                NO PP               Y                        120          CNDU
MD                 No                NO PP               Y                        120          CNDU
VA                 No                NO PP               N                          0          CNDU
AZ                 No                NO PP               Y                        120          CNDU
VA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
DC                 No                NO PP               Y                        120          EFLO
VA                 No                3Y PP               N                          0          EFLO
DC                 No                NO PP               Y                        120          EFLO
DC                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
MD                Yes                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
TN                 No                NO PP               N                          0          EFLO
DE                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
MD                Yes                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NY                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
MI                 No                3Y PP               N                          0          EFLO
CT                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
MO                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          CNDU
MD                 No                NO PP               N                          0          CNDU
NJ                 No                NO PP               N                          0          CNDU
CA                 No                NO PP               N                          0          CNDU
VA                 No                NO PP               Y                        120          CNDU
TN                 No                NO PP               Y                        120          CNDU
TN                 No                NO PP               Y                        120          CNDU
NJ                 No                NO PP               N                          0          CNDU
TN                 No                NO PP               N                          0          CNDU
PA                 No                NO PP               N                          0          CNDU
MD                 No                NO PP               N                          0          CNDU
VA                 No                NO PP               Y                        120          CNDU
VA                 No                NO PP               Y                        120          CNDU
FL                 No                3Y PP               Y                        120          CNDU
NJ                 No                NO PP               N                          0          CNDU
FL                 No                3Y PP               Y                        120          CNDU
FL                 No                3Y PP               N                          0          CNDU
PA                 No                3Y PP               Y                        120          CNDU
NJ                 No                NO PP               Y                        120          CNDU
FL                 No                3Y PP               N                          0          CNDU
FL                 No                3Y PP               Y                        120          CNDU
DC                 No                NO PP               Y                        120          CNDU
MA                 No                NO PP               Y                        120          CNDU
CT                 No                NO PP               N                          0          CNDU
MD                 No                NO PP               N                          0          CNDU
MD                 No                NO PP               Y                        120          CNDU
PA                 No                3Y PP               Y                        120          CNDU
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
NY                 No                1Y PP               Y                        120          EFLO
NY                 No                1Y PP               Y                        120          EFLO
NY                 No                1Y PP               N                          0          EFLO
NY                 No                1Y PP               N                          0          EFLO
DC                Yes                3Y PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
DC                Yes                NO PP               N                          0          EFLO
MD                 No                3Y PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NC                 No                1Y PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
FL                 No                1Y PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MI                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
MI                 No                3Y PP               N                          0          EFLO
CA                 No                3Y PP               Y                        120          EFLO
WA                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
OR                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                1Y PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
WA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
CT                 No                3Y PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MA                 No                NO PP               Y                        120          EFLO
NM                 No                NO PP               N                          0          EFLO
MI                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
MN                 No                NO PP               N                          0          EFLO
LA                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
MS                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
AL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
AL                 No                NO PP               N                          0          EFLO
MS                 No                NO PP               N                          0          EFLO
LA                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
GA                 No                1Y PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                1Y PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
NC                 No                1Y PP               N                          0          EFLO
GA                Yes                1Y PP               N                          0          EFLO
MO                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               Y                        120          EFLO
NJ                Yes                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                3Y PP               Y                        120          EFLO
NY                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
CT                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
CO                 No                6M PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
CA                Yes                NO PP               N                          0          EFLO
AR                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
CO                Yes                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
GA                Yes                3Y PP               N                          0          EFLO
NC                 No                3Y PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          WFLN
MN                 No                3Y PP               N                          0          WFLN
NJ                 No                NO PP               Y                        120          WFLN
NJ                 No                NO PP               Y                        120          WFLN
MD                 No                NO PP               N                          0          WFLN
NV                 No                NO PP               N                          0          WFLN
GA                 No                NO PP               N                          0          WFLN
DC                 No                NO PP               Y                        120          WFLN
FL                 No                3Y PP               Y                        120          WFLN
CA                 No                NO PP               N                          0          WFLN
CA                 No                NO PP               N                          0          WFLN
TX                 No                3Y PP               N                          0          WFLN
NY                 No                1Y PP               N                          0          WFLN
MD                 No                NO PP               Y                        120          WFLN
TX                 No                NO PP               Y                        120          WFLN
AZ                 No                3Y PP               N                          0          WFLN
NH                 No                3Y PP               N                          0          WFLN
MN                 No                3Y PP               N                          0          WFLN
CA                 No                NO PP               N                          0          WFLN
CA                 No                NO PP               Y                        120          WFLN
GA                 No                3Y PP               N                          0          WFLN
GA                 No                3Y PP               N                          0          WFLN
TX                 No                3Y PP               N                          0          WFLN
AZ                 No                NO PP               Y                        120          WFLN
NC                 No                NO PP               Y                        120          WFLN
TX                 No                3Y PP               N                          0          WFLN
WA                 No                NO PP               Y                        120          WFLN
TX                 No                3Y PP               N                          0          WFLN
CA                 No                3Y PP               Y                        120          WFLN
FL                 No                NO PP               N                          0          WFLN
TX                 No                3Y PP               N                          0          WFLN
CA                 No                3Y PP               N                          0          WFLN
NJ                 No                NO PP               Y                        120          WFLN
TX                 No                3Y PP               N                          0          WFLN
NJ                 No                NO PP               N                          0          WFLN
AZ                 No                NO PP               N                          0          WFLN
AZ                 No                NO PP               Y                        120          WFLN
NJ                 No                NO PP               Y                        120          WFLN
AZ                 No                NO PP               Y                        120          WFLN
FL                 No                NO PP               N                          0          WFLN
FL                 No                NO PP               N                          0          WFLN
AZ                 No                1Y PP               N                          0          WFLN
NY                 No                1Y PP               N                          0          WFLN
GA                 No                NO PP               N                          0          WFLN
CA                 No                NO PP               N                          0          WFLN
NJ                 No                NO PP               N                          0          WFLN
CA                 No                3Y PP               N                          0          WFLN
VA                 No                NO PP               N                          0          WFLN
CT                 No                NO PP               N                          0          WFLN
PA                 No                NO PP               N                          0          WFLN
DE                 No                NO PP               N                          0          WFLN
WA                 No                NO PP               Y                        120          WFLN
MD                 No                NO PP               N                          0          WFLN
NJ                 No                NO PP               N                          0          WFLN
VA                 No                NO PP               Y                        120          WFLN
FL                 No                NO PP               N                          0          WFLN
MD                 No                NO PP               Y                        120          WFLN
TX                 No                3Y PP               N                          0          WFLN
CA                 No                NO PP               Y                        120          WFLN
VA                 No                NO PP               Y                        120          WFLN
AZ                 No                NO PP               Y                        120          WFLN
MN                 No                2Y PP               N                          0          WFLN
CA                 No                NO PP               Y                        120          WFLN
CA                 No                NO PP               N                          0          WFLN
NJ                 No                NO PP               N                          0          WFLN
MN                 No                NO PP               N                          0          WFLN
TX                 No                3Y PP               N                          0          WFLN
NJ                 No                NO PP               N                          0          WFLN
MD                 No                NO PP               Y                        120          WFLN
TX                 No                2Y PP               N                          0          WFLN
TX                 No                3Y PP               N                          0          WFLN
PA                 No                NO PP               N                          0          WFLN
AZ                 No                2Y PP               N                          0          WFLN
TX                 No                NO PP               N                          0          WFLN
CA                 No                3Y PP               N                          0          WFLN
TX                 No                2Y PP               N                          0          WFLN
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
CA                Yes                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
MN                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
MA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
OH                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
VA                 No                3Y PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
OK                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
LA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               Y                        120          EFLO
MN                 No                NO PP               N                          0          EFLO
MN                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
MS                Yes                3Y PP               N                          0          EFLO
UT                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                Yes                3Y PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
PA                 No                3Y PP               N                          0          EFLO
MA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
OR                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               N                          0          EFLO
OR                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
RI                Yes                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
KY                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
OR                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
CA                Yes                NO PP               N                          0          EFLO
TX                 No                6M PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                Yes                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
OR                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
TN                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
ID                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
WY                 No                3Y PP               N                          0          EFLO
HI                Yes                3Y PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
WI                 No                NO PP               N                          0          EFLO
WI                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               Y                        120          EFLO
WY                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
NJ                 No                3Y PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
HI                 No                3Y PP               Y                        120          EFLO
NE                 No                3Y PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
AZ                 No                6M PP               Y                        120          EFLO
IN                 No                6M PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                6M PP               Y                        120          EFLO
MO                 No                3Y PP               N                          0          EFLO
AZ                 No                6M PP               Y                        120          EFLO
TN                 No                3Y PP               N                          0          EFLO
IL                 No                6M PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
MO                 No                6M PP               N                          0          EFLO
TX                 No                6M PP               Y                        120          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                6M PP               Y                        120          EFLO
IL                Yes                6M PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               Y                        120          EFLO
AZ                 No                3Y PP               Y                        120          EFLO
TX                 No                6M PP               N                          0          EFLO
IA                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
MO                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
FL                 No                5Y PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
CA                Yes                NO PP               N                          0          EFLO
FL                 No                3Y PP               Y                        120          EFLO
OH                 No                3Y PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
CT                 No                3Y PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
NY                 No                NO PP               N                          0          EFLO
CT                 No                3Y PP               Y                        120          EFLO
NY                Yes                1Y PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
MA                 No                3Y PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
OK                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
OK                 No                NO PP               N                          0          EFLO
OK                 No                NO PP               N                          0          EFLO
MD                 No                3Y PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               Y                        120          EFLO
MD                 No                3Y PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                3Y PP               N                          0          EFLO
MD                 No                3Y PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
RI                Yes                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
NH                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
RI                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
FL                 No                1Y PP               Y                         60          EFLO
AZ                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
MA                 No                1Y PP               N                          0          EFLO
IL                 No                3Y PP               Y                        120          EFLO
NM                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               Y                        120          EFLO
NM                 No                NO PP               N                          0          EFLO
GA                 No                2Y PP               Y                        120          EFLO
AL                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
NV                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
KS                 No                NO PP               N                          0          EFLO
WI                 No                NO PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                3Y PP               Y                        120          EFLO
MO                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
NH                 No                NO PP               Y                        120          EFLO
IL                 No                NO PP               N                          0          EFLO
PA                 No                3Y PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
VA                 No                3Y PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               Y                        120          EFLO
OR                 No                NO PP               N                          0          EFLO
NM                 No                NO PP               N                          0          EFLO
WI                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NV                 No                3Y PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
HI                 No                3Y PP               N                          0          EFLO
WA                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NY                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                Yes                6M PP               N                          0          EFLO
GA                Yes                NO PP               N                          0          EFLO
CA                 No                3Y PP               Y                        120          EFLO
IN                 No                4M PP               Y                        120          EFLO
NY                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               Y                         60          EFLO
NJ                 No                NO PP               N                          0          EFLO
NY                 No                1Y PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
PA                Yes                NO PP               N                          0          EFLO
PA                Yes                NO PP               N                          0          EFLO
PA                Yes                NO PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
MO                 No                3Y PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
CO                 No                6M PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
KY                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
AZ                 No                3Y PP               Y                        120          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
KS                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                1Y PP               N                          0          EFLO
FL                 No                1Y PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                1Y PP               N                          0          EFLO
FL                 No                1Y PP               Y                        120          EFLO
GA                 No                1Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
FL                 No                1Y PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
FL                 No                1Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
TX                Yes                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
UT                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
NY                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
CA                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                NO PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
UT                 No                NO PP               Y                        120          EFLO
UT                 No                NO PP               N                          0          EFLO
UT                 No                3Y PP               N                          0          EFLO
UT                 No                NO PP               Y                        120          EFLO
FL                 No                3Y PP               N                          0          EFLO
MN                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TN                 No                6M PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
CA                 No                6M PP               Y                        120          EFLO
TX                 No                6M PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
MN                 No                3Y PP               N                          0          EFLO
TX                 No                6M PP               Y                        120          EFLO
AL                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                6M PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
CA                 No                1Y PP               N                          0          EFLO
WA                 No                6M PP               Y                        120          EFLO
NV                 No                3Y PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
WI                 No                3Y PP               N                          0          EFLO
MN                 No                3Y PP               Y                        120          EFLO
WA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
WA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
WI                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
MN                 No                NO PP               N                          0          EFLO
MN                 No                NO PP               N                          0          EFLO
MN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
MO                 No                NO PP               N                          0          EFLO
MN                 No                NO PP               Y                        120          EFLO
MN                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
NC                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
MA                 No                NO PP               Y                        120          EFLO
CA                 No                6M PP               N                          0          EFLO
NM                 No                NO PP               Y                        120          EFLO
NM                 No                NO PP               Y                        120          EFLO
NY                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
CA                 No                3Y PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
ME                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
CA                 No                1Y PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
WA                 No                3Y PP               Y                        120          EFLO
MA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
WA                 No                3Y PP               Y                        120          EFLO
ID                 No                3Y PP               Y                        120          EFLO
CA                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
MO                 No                3Y PP               N                          0          EFLO
IN                 No                NO PP               Y                        120          EFLO
IN                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
MI                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
AR                 No                3Y PP               N                          0          EFLO
MO                 No                NO PP               Y                         60          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
IL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
KY                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
TN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                1Y PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
OH                 No                1Y PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               Y                        120          EFLO
NV                 No                1Y PP               Y                        120          EFLO
NV                 No                1Y PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
NV                 No                1Y PP               N                          0          EFLO
CT                 No                2Y PP               N                          0          EFLO
RI                 No                1Y PP               N                          0          EFLO
NH                 No                1Y PP               Y                        120          EFLO
CT                 No                2Y PP               N                          0          EFLO
AR                 No                3Y PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
NC                 No                3Y PP               Y                        120          EFLO
AR                 No                NO PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
TN                 No                3Y PP               N                          0          EFLO
AR                 No                3Y PP               N                          0          EFLO
NC                 No                3Y PP               Y                        120          EFLO
OK                 No                3Y PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
WA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
AZ                Yes                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
WA                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
FL                Yes                3Y PP               N                          0          EFLO
OH                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
AZ                Yes                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
WA                Yes                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               Y                        120          EFLO
IL                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TN                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
AL                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
NV                Yes                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
SC                 No                NO PP               Y                        120          EFLO
MD                 No                NO PP               Y                        120          EFLO
PA                 No                NO PP               N                          0          EFLO
TN                 No                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
FL                 No                1Y PP               Y                        120          EFLO
GA                Yes                3Y PP               N                          0          EFLO
GA                 No                3Y PP               N                          0          EFLO
CA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               Y                        120          EFLO
SC                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
HI                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
CA                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
RI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
MO                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
OR                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                Yes                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
NV                 No                6M PP               N                          0          EFLO
CA                 No                6M PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
TN                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
MO                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
LA                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
AZ                 No                7M PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               Y                        120          EFLO
NM                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
UT                 No                NO PP               Y                        120          EFLO
CO                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               Y                        120          EFLO
CO                 No                3Y PP               Y                        120          EFLO
CO                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
UT                 No                NO PP               Y                        120          EFLO
UT                 No                3Y PP               N                          0          EFLO
CO                 No                NO PP               N                          0          EFLO
UT                 No                NO PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
CO                 No                3Y PP               N                          0          EFLO
CO                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               Y                        120          EFLO
CA                 No                3Y PP               Y                        120          EFLO
CA                 No                3Y PP               Y                        120          EFLO
CA                 No                3Y PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
TX                 No                6M PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               Y                        120          EFLO
RI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
NH                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
CT                 No                NO PP               N                          0          EFLO
NH                 No                NO PP               N                          0          EFLO
RI                 No                NO PP               Y                        120          EFLO
MA                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MA                 No                NO PP               N                          0          EFLO
NH                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
MS                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
IN                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
OH                 No                NO PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
OK                 No                3Y PP               N                          0          EFLO
WY                 No                NO PP               N                          0          EFLO
UT                 No                6M PP               N                          0          EFLO
UT                 No                3Y PP               N                          0          EFLO
CA                 No                6M PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
UT                 No                3Y PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
CO                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
UT                 No                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
CA                 No                1Y PP               Y                        120          EFLO
CA                 No                6M PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
NC                 No                NO PP               Y                        120          EFLO
CO                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TN                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               N                          0          EFLO
IL                 No                NO PP               N                          0          EFLO
NV                 No                1Y PP               Y                        120          CNDQ
NV                 No                NO PP               Y                        120          CNDQ
VA                 No                NO PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
VA                 No                3Y PP               Y                        120          EFLO
VA                 No                3Y PP               Y                        120          EFLO
VA                 No                3Y PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                3Y PP               Y                        120          EFLO
VA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
NJ                 No                NO PP               Y                        120          EFLO
NV                Yes                3Y PP               N                          0          EFLO
NV                Yes                NO PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
NV                 No                NO PP               N                          0          EFLO
NV                 No                3Y PP               Y                        120          EFLO
NV                 No                NO PP               Y                        120          EFLO
AZ                 No                NO PP               Y                        120          EFLO
NV                Yes                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
NV                 No                NO PP               N                          0          EFLO
NV                 No                NO PP               Y                        120          EFLO
CA                 No                3Y PP               Y                        120          REPR
IL                 No                NO PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
OR                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
LA                Yes                3Y PP               N                          0          EFLO
FL                 No                3Y PP               N                          0          EFLO
MN                 No                3Y PP               N                          0          EFLO
NV                 No                3Y PP               Y                        120          EFLO
MN                 No                NO PP               N                          0          EFLO
MD                 No                3Y PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                6M PP               Y                        120          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
AZ                 No                6M PP               N                          0          EFLO
AZ                 No                NO PP               Y                        120          EFLO
AZ                 No                6M PP               N                          0          EFLO
FL                Yes                3Y PP               Y                         60          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               N                          0          EFLO
IN                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          CNDU
GA                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          CNDU
TN                 No                NO PP               N                          0          CNDU
GA                 No                NO PP               N                          0          CNDU
GA                 No                NO PP               N                          0          CNDU
AL                 No                NO PP               N                          0          CNDU
AL                 No                NO PP               N                          0          CNDU
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
SC                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          CNDU
TN                 No                NO PP               N                          0          EFLO
AL                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          CNDU
TX                 No                3Y PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
DE                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
DE                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               Y                        120          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               Y                        120          EFLO
DE                 No                NO PP               Y                        120          EFLO
PA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
PA                 No                NO PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
NE                 No                2Y PP               N                          0          EFLO
CA                Yes                6M PP               N                          0          EFLO
WI                 No                3Y PP               N                          0          EFLO
MN                 No                3Y PP               Y                        120          EFLO
MD                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
FL                 No                NO PP               N                          0          EFLO
IA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
IA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
DC                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
GA                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               Y                        120          EFLO
GA                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               N                          0          EFLO
IA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
IA                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
MD                 No                NO PP               N                          0          EFLO
DC                 No                NO PP               N                          0          EFLO
VA                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
NJ                 No                NO PP               N                          0          EFLO
CO                 No                6M PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
CO                 No                6M PP               Y                        120          EFLO
CA                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
CA                 No                6M PP               Y                        120          EFLO
IL                 No                NO PP               N                          0          EFLO
MO                 No                NO PP               N                          0          EFLO
KS                 No                NO PP               N                          0          EFLO
OK                 No                5M PP               N                          0          EFLO
IN                 No                5M PP               N                          0          EFLO
TN                 No                5M PP               N                          0          EFLO
MN                 No                NO PP               Y                        120          EFLO
FL                 No                NO PP               Y                        120          EFLO
MO                 No                5M PP               Y                        120          EFLO
KS                 No                5M PP               N                          0          EFLO
KS                 No                NO PP               N                          0          EFLO
KS                 No                NO PP               N                          0          EFLO
NC                 No                NO PP               N                          0          EFLO
MO                 No                5M PP               Y                        120          EFLO
OH                 No                NO PP               N                          0          EFLO
MI                 No                NO PP               Y                        120          EFLO
NC                 No                NO PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                3Y PP               N                          0          EFLO
AZ                 No                NO PP               N                          0          EFLO
IN                 No                3Y PP               Y                        120          EFLO
DC                 No                3Y PP               N                          0          CNDU
TX                 No                NO PP               N                          0          CNDU
VA                 No                3Y PP               Y                        120          CNDU
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                NO PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                NO PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               N                          0          EFLO
TX                 No                3Y PP               Y                        120          EFLO
TX                 No                3Y PP               N                          0          EFLO
NY                 No                NO PP               N                          0          EFLO
CA                 No                NO PP               N                          0          EFLO







EXHIBIT C

FORM OF TRANSFER AFFIDAVIT

Affidavit pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended, and for other purposes

STATE OF_____________
)
 
 
)
ss.:
COUNTY OF___________
)
 

[NAME OF OFFICER], being first duly sworn, deposes and says:
 
1. That he/she is [Title of Officer] of [Name of Investor] (the “Investor”), a [savings institution] [corporation] duly organized and existing under the laws of [the State of _____] [the United States], on behalf of which he makes this affidavit.
 
2. That (i) the Investor is not a “disqualified organization” as defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), and will not be a disqualified organization as of [Closing Date] [date of purchase]; (ii) it is not acquiring the Bear Stearns Asset-Backed Securities I LLC Asset-Backed Certificates, Series 2006-AC4, Class R-__ Certificates (the “Residual Certificates”) for the account of a disqualified organization; (iii) it consents to any amendment of the Pooling and Servicing Agreement that shall be deemed necessary by Bear Stearns Asset Backed Securities I LLC (upon advice of counsel) to constitute a reasonable arrangement to ensure that the Residual Certificates will not be owned directly or indirectly by a disqualified organization; and (iv) it will not transfer such Residual Certificates unless (a) it has received from the transferee an affidavit in substantially the same form as this affidavit containing these same four representations and (b) as of the time of the transfer, it does not have actual knowledge that such affidavit is false.
 
3. That the Investor is one of the following: (i) a citizen or resident of the United States, (ii) a corporation or partnership (including an entity treated as a corporation or partnership for federal income tax purposes) created or organized in, or under the laws of, the United States or any state thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations), provided that no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are United States Persons, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust other than a Aforeign trust,@ as defined in Section 7701 (a)(31) of the Code.
 
4. That the Investor’s taxpayer identification number is ______________________.
 
5. That no purpose of the acquisition of the Residual Certificates is to avoid or impede the assessment or collection of tax.
 
6. That the Investor understands that, as the holder of the Residual Certificates, the Investor may incur tax liabilities in excess of any cash flows generated by such Residual Certificates.
 
7. That the Investor intends to pay taxes associated with holding the Residual Certificates as they become due.
 
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its [Title of Officer] this ____ day of _________, 20__.
 

             
[NAME OF INVESTOR]
                           
                           
             
By:
 
             
[Name of Officer]
             
[Title of Officer]
             
[Address of Investor for receipt of distributions]
               
               
             
Address of Investor for receipt of tax information:





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

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

NOTARY PUBLIC

COUNTY OF

STATE OF


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






EXHIBIT D
 
FORM OF TRANSFEROR CERTIFICATE
 
______________,200___
 
Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179
 
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, MN 55479

 
Attention: Bear Stearns Asset Backed Securities I Trust 2006-AC4
 
 
Re:
Bear Stearns Asset Backed Securities I LLC
Asset-Backed Certificates, Series 2006-AC4, Class__
 
Ladies and Gentlemen:
 
In connection with the sale by ___________ (the “Seller”) to ________ (the “Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2006-AC4, Class _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of June 1, 2006, among Bear Stearns Asset-Backed Securities I LLC, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and company, Wells Fargo Bank, National Association, as master servicer and securities administrator, and U.S. Bank National Association, as trustee (the “Trustee”). The Seller hereby certifies, represents and warrants to, a covenants with, the Depositor, the Certificate Registrar and the Trustee that:
 
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the “Act”), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement.
 

             
Very truly yours,
                           
                           
             
(Seller)
       
                           
                           
             
By:
 
             
Name:
 
             
Title:
 







EXHIBIT E
 
FORM OF INVESTMENT LETTER (NON-RULE 144A)
 
[Date]
 
[SELLER]
 
Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179
 
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, MN 55479
 
 
Re:
Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4 (the “Certificates”), including the Class ___ Certificates (the “Privately Offered Certificates”)

Dear Ladies and Gentlemen:
 
In connection with our purchase of Privately Offered Certificates, we confirm that:

(i)
we understand that the Privately Offered Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”) or any applicable state securities or “Blue Sky” laws, and are being sold to us in a transaction that is exempt from the registration requirements of such laws;
   
(ii)
any information we desired concerning the Certificates, including the Privately Offered Certificates, the trust in which the Certificates represent the entire beneficial ownership interest (the “Trust”) or any other matter we deemed relevant to our decision to purchase Privately Offered Certificates has been made available to us;
   
(iii)
we are able to bear the economic risk of investment in Privately Offered Certificates; we are an institutional “accredited investor” as defined in Section 501(a) of Regulation D promulgated under the Act and a sophisticated institutional investor;
   
(iv)
we are acquiring Privately Offered Certificates for our own account, not as nominee for any other person, and not with a present view to any distribution or other disposition of the Privately Offered Certificates;
   
(v)
we agree the Privately Offered Certificates must be held indefinitely by us (and may not be sold, pledged, hypothecated or in any way disposed of) unless subsequently registered under the Act and any applicable state securities or “Blue Sky” laws or an exemption from the registration requirements of the Act and any applicable state securities or “Blue Sky” laws is available;
   
(vi)
we agree that in the event that at some future time we wish to dispose of or exchange any of the Privately Offered Certificates (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Privately Offered Certificates unless:
   
 
(A) (1) the sale is to an Eligible Purchaser (as defined below), (2) if required by the Pooling and Servicing Agreement (as defined below) a letter to substantially the same effect as either this letter or, if the Eligible Purchaser is a Qualified Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A and Related Matters Certificate in the form attached to the Pooling and Servicing Agreement (as defined below) (or such other documentation as may be acceptable to the Securities Administrator) is executed promptly by the purchaser and delivered to the addressees hereof and (3) all offers or solicitations in connection with the sale, whether directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; and
   
 
(B) if the Privately Offered Certificate is not registered under the Act (as to which we acknowledge you have no obligation), the Privately Offered Certificate is sold in a transaction that does not require registration under the Act and any applicable state securities or “blue sky” laws and, if LaSalle Bank National Association (the “Securities Administrator”) so requests, a satisfactory Opinion of Counsel is furnished to such effect, which Opinion of Counsel shall be an expense of the transferor or the transferee;
   
(vii)
we agree to be bound by all of the terms (including those relating to restrictions on transfer) of the Pooling and Servicing, pursuant to which the Trust was formed; we have reviewed carefully and understand the terms of the Pooling and Servicing Agreement;
   
(viii)
we either: (i) are not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, and/or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately Offered Certificates, have provided the Opinion of Counsel required by the Agreement, or (iii) in the case of the Class B-5 Certificates, are providing a representation to the effect that the proposed transfer and holding of such Certificate and servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60, PTCE 96-23 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee..
   
(ix)
We understand that each of the Privately Offered Certificates bears, and will continue to bear, a legend to substantiate the following effect: THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES. [In the case of the Class B-5 Certificates]: THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH EFFECT. [In the case of the Class P Certificates and Class C Certificates]: NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER, THE SECURITIES ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
   

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

Terms not otherwise defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement, dated as of June 1, 2006 (the “Pooling and Servicing Agreement”), among Bear Stearns Asset Backed Securities I LLC, as depositor, U.S. Bank National Association, as trustee, Wells Fargo Bank, National Association, as master servicer and securities administrator, and EMC Mortgage Corporation, as seller and company.

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

Name of Nominee (if any): ________________






IN WITNESS WHEREOF, this document has been executed by the undersigned who is duly authorized to do so on behalf of the undersigned Eligible Purchaser on the ___ day of ________, 20___.
 
             
Very truly yours,
                           
                           
             
[PURCHASER]
       
                           
                           
             
By:
 
               
(Authorized Officer)
                 
                 
             
[By:
 
               
Attorney-in-fact]







Nominee Acknowledgment
 
The undersigned hereby acknowledges and agrees that as to the Certificates being registered in its name, the sole beneficial owner thereof is and shall be the Purchaser identified above, for whom the undersigned is acting as nominee.
 
             
[NAME OF NOMINEE]
   
                           
                           
             
By:
 
               
(Authorized Officer)
                 
                 
             
[By:
 
               
Attorney-in-fact]







EXHIBIT F
 
FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE
 
[SELLER]
 
Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179
 
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, MN 55479
 
 
Re:
Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4 (the “Certificates”), including the Class ___ Certificates (the “Privately Offered Certificates”)

 
Dear Ladies and Gentlemen:
 
In connection with our purchase of Privately Offered Certificates, the undersigned certifies to each of the parties to whom this letter is addressed that it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Act”)) as follows:
 
1.  
It owned and/or invested on a discretionary basis eligible securities (excluding affiliate’s securities, bank deposit notes and CD’s, loan participations, repurchase agreements, securities owned but subject to a repurchase agreement and swaps), as described below:
 
Date: ______________, 20__ (must be on or after the close of its most recent fiscal year)
 
Amount: $ _____________________; and
 
2.  
The dollar amount set forth above is:
 
 
a.
greater than $100 million and the undersigned is one of the following entities:
 
(x)
[_]
an insurance company as defined in Section 2(13) of the Act1 ; or
     
(y)
[_]
an investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; or
     
(z)
[_]
a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or
     
(aa)
[_]
a plan (i) established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, the laws of which permit the purchase of securities of this type, for the benefit of its employees and (ii) the governing investment guidelines of which permit the purchase of securities of this type; or
     
(bb)
[_]
a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or
     
(cc)
[_]
a corporation (other than a U.S. bank, savings and loan association or equivalent foreign institution), partnership, Massachusetts or similar business trust, or an organization described in Section 501(c)(3) of the Internal Revenue Code; or
     
(dd)
[_]
a U.S. bank, savings and loan association or equivalent foreign institution, which has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements; or
     
(ee)
[_]
an investment adviser registered under the Investment Advisers Act; or
 
 
b.
[_]
greater than $10 million, and the undersigned is a broker-dealer registered with the SEC; or
       
 
c.
[_]
less than $ 10 million, and the undersigned is a broker-dealer registered with the SEC and will only purchase Rule 144A securities in transactions in which it acts as a riskless principal (as defined in Rule 144A); or
       
 
d.
[_]
less than $100 million, and the undersigned is an investment company registered under the Investment Company Act of 1940, which, together with one or more registered investment companies having the same or an affiliated investment adviser, owns at least $100 million of eligible securities; or
       
 
e.
[_]
less than $100 million, and the undersigned is an entity, all the equity owners of which are qualified institutional buyers.
       
The undersigned further certifies that it is purchasing a Privately Offered Certificate for its own account or for the account of others that independently qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional “accredited investor,” as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering.
 
The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional “accredited investor,” the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of June 1, 2006, among Bear Stearns Asset Backed Securities I LLC, as depositor, Wells Fargo Bank, National Association, as securities administrator and master servicer, EMC Mortgage Corporation, as seller and company, and U.S. Bank National Association, as trustee, pursuant to which the Certificates were issued.
 
The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, and/or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately Offered Certificates, has provided the Opinion of Counsel required by the Agreement, or (iii) in the case of the Class B-5 Certificates, are providing a representation to the effect that the proposed transfer and holding of such Certificate and servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60, PTCE 96-23 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee.
 
If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter.



1
A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) of the Investment Company Act of 1940, which are neither registered nor required to be registered thereunder, shall be deemed to be a purchase for the account of such insurance company.

 



Name of Nominee (if any):
 
IN WITNESS WHEREOF, this document has been executed by the undersigned who is duly authorized to do so on behalf of the undersigned Eligible Purchaser on the ____ day of ___________, 20___.
 
             
Very truly yours,
                           
                           
             
[PURCHASER]
       
                           
                           
             
By:
 
               
(Authorized Officer)
                 
                 
             
[By:
 
               
Attorney-in-fact]




Nominee Acknowledgment
 
The undersigned hereby acknowledges and agrees that as to the Certificates being registered in its name, the sole beneficial owner thereof is and shall be the Purchaser identified above, for whom the undersigned is acting as nominee.
 
             
[NAME OF NOMINEE]
   
                           
                           
             
By:
 
               
(Authorized Officer)
                 
                 
             
[By:
 
               
Attorney-in-fact]




EXHIBIT G
 
FORM OF REQUEST FOR RELEASE
 
To: Wells Fargo Bank, National Association
1015 10th Avenue S.E.
Minneapolis, Minnesota 55414-0031

 
Re:
Pooling and Servicing Agreement, dated as of June 1, 2006, between Bear Stearns Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation, as seller and company, Wells Fargo Bank, National Association, as master servicer and securities administrator, and U.S. Bank National Association, as trustee

 
In connection with the administration of the Mortgage Loans held by you pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.
 
Mortgage Loan Number:
 
Mortgagor Name, Address & Zip Code:
 
Reason for Requesting Documents (check one):
 
_____
 
1.
 
Mortgage Paid in Full and proceeds have been deposited into the Custodial Account
 
           
_____
 
2.
 
Foreclosure
 
           
_____
 
3.
 
Substitution
 
           
_____
 
4.
 
Other Liquidation
 
           
_____
 
5.
 
Nonliquidation
Reason:________________________
           
_____
 
6.
 
California Mortgage Loan paid in full
 

               
             
By:
 
               
(authorized signer)
                           
             
Issuer:
 
             
Address:
 
             
Date:
 





EXHIBIT H

DTC LETTER OF REPRESENTATIONS

[Provided upon Request]






EXHIBIT I

SCHEDULE OF MORTGAGE LOANS WITH LOST NOTES

[Provided upon Request]






EXHIBIT J

FORM OF CUSTODIAL AGREEMENT
 
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the “Agreement”), dated as of June 30, 2006, by and among U.S. BANK NATIONAL ASSOCIATION, as trustee under the Pooling and Servicing Agreement defined below (including its successors under the Pooling and Servicing Agreement defined below, the “Trustee”), BEAR STEARNS ASSET BACKED SECURITIES I LLC, as depositor (together with any successor in interest, the “Depositor”), EMC MORTGAGE CORPORATION, as seller (the “Seller”) and company (together with any successor in interest or successor under the Pooling and Servicing Agreement referred to below, the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (together with any successor in interest or successor under the Pooling and Servicing Agreement referred to below, the “Master Servicer”), securities administrator and custodian (together with any successor in interest or any successor appointed hereunder, the “Custodian”).
 
WITNESSETH THAT:
 
WHEREAS, the Depositor, the Seller, the Master Servicer and the Trustee have entered into a Pooling and Servicing Agreement, dated as of June 1, 2006, relating to the issuance of Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4 (as in effect on the date of this Agreement, the “Original Pooling and Servicing Agreement,” and as amended and supplemented from time to time, the “Pooling and Servicing Agreement”); and
 
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and holding certain documents and other instruments delivered by the Depositor, the Seller or the Master Servicer under the Pooling and Servicing Agreement and the Servicers under their respective Servicing Agreements, all upon the terms and conditions and subject to the limitations hereinafter set forth;
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Trustee, the Depositor, the Seller, the Master Servicer and the Custodian hereby agree as follows:
 
ARTICLE I.
DEFINITIONS
 
Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the context herein.
 
ARTICLE II.
CUSTODY OF MORTGAGE DOCUMENTS
 
Section 2.1.  Custodian to Act as Agent: Acceptance of Mortgage Files. The Custodian, as the duly appointed custodial agent of the Trustee for these purposes, acknowledges (subject to any exceptions noted in the Initial Certification referred to in Section 2.3(a)) receipt of the Mortgage Files relating to the Mortgage Loans identified on the schedule attached hereto (the “Mortgage Files”) and declares that it holds and will hold such Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all present and future Certificateholders.
 
Section 2.2.  Recordation of Assignments. If any Mortgage File includes one or more assignments of Mortgage that have not been recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing Agreement and the related Mortgage Loan is not a MOM Loan or the related Mortgaged Properties are located in jurisdictions specifically excluded by the Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement, each such assignment shall be delivered by the Custodian to the Seller for the purpose of recording it in the appropriate public office for real property records, and the Seller, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment of Mortgage and, upon receipt thereof from such public office, shall return each such assignment of Mortgage to the Custodian.
 
Section 2.3.  Review of Mortgage Files.
 
(a)  On or prior to the Closing Date, in accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian shall deliver to the Seller and the Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt (subject to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans listed on the Schedule attached hereto (the “Mortgage Loan Schedule”).
 
(b)  Within 90 days of the Closing Date, the Custodian agrees, for the benefit of Certificateholders, to review, in accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement, each such document, and shall deliver to the Seller and the Trustee an Interim Certification in the form annexed hereto as Exhibit Two to the effect that all such documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.
 
(c)  Not later than 180 days after the Closing Date, the Custodian shall review the Mortgage Files as provided in Section 2.02 of the Pooling and Servicing Agreement and deliver to the Seller and the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage Files.
 
(d)  In reviewing the Mortgage Files as provided herein and in the Pooling and Servicing Agreement, the Custodian shall make no representation as to and shall not be responsible to verify (i) the validity, legality, enforceability, due authorization, recordability, sufficiency or genuineness of any of the documents included in any Mortgage File or (ii) the collectability, insurability, effectiveness or suitability of any of the documents in any Mortgage File.
 
Upon receipt of written request from the Trustee, the Custodian shall as soon as practicable supply the Trustee with a list of all of the documents relating to the Mortgage Loans missing from the Mortgage Files.
 
Section 2.4.  Notification of Breaches of Representations and Warranties. Upon discovery by the Custodian of a breach of any representation or warranty made by the Depositor as set forth in the Pooling and Servicing Agreement with respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt written notice to the Depositor, the related Servicer and the Trustee.
 
Section 2.5.  Custodian to Cooperate: Release of Mortgage Files. Upon receipt of written notice from the Trustee that the Seller has repurchased a Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement, and a request for release (a “Request for Release”) confirming that the purchase price therefore has been deposited in the Master Servicer Collection Account or the Distribution Account, then the Custodian agrees to promptly release to the Seller the related Mortgage File.
 
Upon the Custodian’s receipt of a Request for Release substantially in the form of Exhibit G to the Pooling and Servicing Agreement signed by a Servicing Officer of a Servicer, stating that it has received payment in full of a Mortgage Loan or that payment in full will be escrowed in a manner customary for such purposes, the Custodian agrees promptly to release to the Servicer, the related Mortgage File. The Depositor shall deliver to the Custodian and the Custodian agrees to review in accordance with the provisions of their Agreement the Mortgage Note and other documents constituting the Mortgage File with respect to any Replacement Mortgage Loan.
 
From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any Primary Insurance Policy or PMI Policy, the Company or the related Servicer, as applicable, shall deliver to the Custodian a Request for Release signed by a Servicing Officer requesting that possession of all of the Mortgage File be released to the Company or the related Servicer, as applicable, and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any of the Insurance Policies. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File to the Company or the related Servicer, as applicable. The Company or the related Servicer, as applicable, shall cause each Mortgage File or any document therein so released to be returned to the Custodian when the need therefore by the Company or the related Servicer, as applicable, no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Master Servicer Collection Account or the Distribution Account or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Company or the related Servicer, as applicable, has delivered to the Custodian a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery.
 
At any time that the Company or the related Servicer is required to deliver to the Custodian a Request for Release, the Company or the related Servicer, as applicable, shall deliver two copies of the Request for Release if delivered in hard copy or the Company or the related Servicer, as applicable, may furnish such Request for Release electronically to the Custodian, in which event the Servicing Officer transmitting the same shall be deemed to have signed the Request for Release. In connection with any Request for Release of a Mortgage File because of a repurchase of a Mortgage Loan, such Request for Release shall be accompanied by an assignment of mortgage, without recourse, representation or warranty from the Trustee to the Seller (unless such Mortgage Loan is a MOM Loan) and the related Mortgage Note shall be endorsed without recourse, representation or warranty by the Trustee (unless such Mortgage Loans is registered on the MERS System) and be returned to the Seller. In connection with any Request for Release of a Mortgage File because of the payment in full of a Mortgage Loan, such Request for Release shall be accompanied by a certificate of satisfaction or other similar instrument to be executed by or on behalf of the Trustee and returned to the Company or the related Servicer, as applicable.
 
Section 2.6.  Assumption Agreements. In the event that any assumption agreement, substitution of liability agreement or sale of servicing agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer, to the extent provided in the Pooling and Servicing Agreement or the related Servicing Agreement, shall cause the Company or the related Servicer, as applicable, to notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting parts thereof.
 
ARTICLE III.
CONCERNING THE CUSTODIAN
 
Section 3.1.  Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and other documents constituting each Mortgage File which are delivered to the Custodian, the Custodian is exclusively the bailee and custodial agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage for the benefit of any person other than the Trustee and the Certificateholders and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and in the Pooling and Servicing Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the Company, the Depositor, any Servicer or the Master Servicer or otherwise released from the possession of the Custodian.
 
Section 3.2.  Custodian May Own Certificates. The Custodian in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Custodian.
 
Section 3.3.  Master Servicer to Pay Custodian’s Fees and Expenses. The Master Servicer covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Custodian, and the Master Servicer will pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith or to the extent that such cost or expense is indemnified by the Depositor pursuant to the Pooling and Servicing Agreement.
 
Section 3.4.  Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of the Mortgage Loans. Upon receiving such written notice of resignation, the Trustee shall either take custody of the Mortgage Files itself and give prompt written notice thereof to the Depositor, the Master Servicer and the Custodian, or promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files and no successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such written notice of resignation, the resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian.
 
The Trustee may remove the Custodian at any time upon 60 days prior written notice to Custodian. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to supervision or examination by federal or state authority shall be able to satisfy the other requirements contained in Section 3.6 and shall be unaffiliated with the Servicers, the Company and the Depositor.
 
Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the provisions of this Section 3.4 shall become effective upon acceptance of appointment by the successor Custodian. The Trustee shall give prompt notice to the Depositor and the Master Servicer of the appointment of any successor Custodian. No successor Custodian shall be appointed by the Trustee without the prior approval of the Depositor and the Master Servicer.
 
Section 3.5.  Merger or Consolidation of Custodian. Any Person into which the Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
 
Section 3.6.  Representations of the Custodian. The Custodian hereby represents that it is a depository institution subject to supervision or examination by a federal or state authority, has a combined capital and surplus of at least $15,000,000 and is qualified to do business in the jurisdictions in which it will hold any Mortgage File.
 
ARTICLE IV. 
COMPLIANCE WITH REGULATION AB
 
Section 4.1.  Intent of the parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of this Article IV is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act. Each of the parties hereto acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB to the extent reasonably practicable. The Custodian shall cooperate reasonably with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB.
 
Section 4.2.  Additional Representations and Warranties of the Custodian.
 
(a)  The Custodian hereby represents and warrants that the information set forth in the Prospectus Supplement under the caption "Description of the Certificates - The Custodian" (the "Custodian Disclosure") does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
 
(b)  The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Depositor under Section 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Agreement or any other Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as such terms are used in Regulation AB) relating to the Securitization Transaction contemplated by the Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a "Transaction Party").
 
(c)  If so requested by the Depositor on any date following the Closing Date, the Custodian shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such confirmation, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from the Depositor shall not be given more than once each calendar quarter, unless the Depositor shall have a reasonable basis for a determination that any of the representations and warranties may not be accurate.
 
Section 4.3.  Additional Information to Be Provided by the Custodian. For so long as the Certificates are outstanding, for the purpose of satisfying the Depositor 's reporting obligation under the Exchange Act with respect to any class of Certificates, the Custodian shall (a) notify the Depositor in writing of any material litigation or governmental proceedings pending against the Custodian that would be material to Certificateholders, and (b) provide to the Depositor a written description of such proceedings. Any notices and descriptions required under this Section 4.3 shall be given no later than five Business Days prior to the Determination Date following the month in which the Custodian has knowledge of the occurrence of the relevant event. As of the date the Depositor or Master Servicer files each Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian will be deemed to represent that any information previously provided under this Section 4.3, if any, is materially correct and does not have any material omissions unless the Custodian has provided an update to such information.
 
Section 4.4.  Report on Assessment of Compliance and Attestation. On or before March 15 of each calendar year, the Custodian shall:
 
(a)  deliver to the Master Servicer, the Depositor and the Securities Administrator a report (in form and substance reasonably satisfactory to the Depositor) regarding the Custodian’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer, the Depositor and the Securities Administrator and signed by an authorized officer of the Custodian, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit Four attached hereto; and
 
(b)  deliver to the Master Servicer, the Depositor and the Securities Administrator a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by the Custodian and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.
 
Section 4.5.  Indemnification; Remedies.
 
(a)  The Custodian shall indemnify the Depositor, each affiliate of the Depositor, EMC and each broker dealer acting as underwriter, placement agent or initial purchaser of the Certificates or each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
 
(i) (A) any untrue statement of a material fact contained or alleged to be contained in the Custodian Disclosure and any information, report, certification, accountants’ attestation or other material provided under this Article IV by or on behalf of the Custodian (collectively, the “Custodian Information”), or (B) the omission or alleged omission to state in the Custodian Information a material fact required to be stated in the Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
 
(ii) any failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Article IV.
 
(iii) the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV.
 
(b)  In the case of any failure of performance described in clause (ii) of Section 4.5(a), the Custodian shall promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian.
 
(c)  In no event shall the Custodian or its directors, officers, and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages.
 
This indemnification shall survive the termination of this Agreement or the termination of the Custodian.
 
ARTICLE V.
MISCELLANEOUS PROVISIONS
 
Section 5.1.  Notices. All notices, requests, consents and demands and other communications required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in writing), in which case the notice will be deemed delivered when received.
 
Section 5.2.  [Reserved].
 
Section 5.3.  Amendments. No modification or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto.  The Trustee shall give prompt notice to the Custodian of any amendment or supplement to the Pooling and Servicing Agreement and furnish the Custodian with written copies thereof.
 
Section 5.4.  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
 
Section 5.5.  Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Depositor and at the Trust’s expense, but only upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the Depositor to the effect that the failure to effect such recordation is likely to materially and adversely affect the interests of the Certificateholders.
 
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
 
Section 5.6.  Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the holders thereof.
 
[Signature Page Follows]
 

 

 




IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
 

Address:
One Federal Street, 3rd Floor
Boston, MA 02110
Attention: BSABS I 2006-AC4
Telecopy: (617) 603-6638
Confirmation:
U.S. BANK NATIONAL ASSOCIATION, not individually but solely as Trustee
By:____________________________________________
Name: 
Title: 
   
Address:
383 Madison Avenue
New York, New York 10179
BEAR STEARNS ASSET BACKED SECURITIES I LLC
By:____________________________________________
Name:  
Title: 
   
Address:
2780 Lake Vista Drive,
Lewisville, Texas 75067
EMC MORTGAGE CORPORATION
By:____________________________________________
Name: 
Title: 
   
Address:
9062 Old Annapolis Road
Columbia, Maryland 21045
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Master Servicer
 
By:____________________________________________
Name: 
Title: 
   
Address:
1015 10th Avenue S.E.
Minneapolis, Minnesota 55414-0031
WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Custodian
 
By:____________________________________________
Name: 
Title: 
   





)
 
 
)
ss.:
COUNTY OF SUFFOLK
)
 
On the 30th day of June 2006 before me, a notary public in and for said State, personally appeared ___________________, known to me to be a(n) ___________________ of U.S. Bank National Association, a national banking association, one of the parties that executed the within agreement, and also known to me to be the person who executed the within agreement on behalf of said party and acknowledged to me that such party executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
   
 
Notary Public
[SEAL]
 





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

 
On the 30th day of June 2006 before me, a notary public in and for said State, personally appeared ___________________, known to me to be a(n) __________________ of Bear Stearns Asset Backed Securities I LLC, and also known to me to be the person who executed the within instrument on behalf of said party, and acknowledged to me that such party executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
   
 
Notary Public
[SEAL]
 






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

 
On the 30th day of June 2006 before me, a notary public in and for said State, personally appeared _____________________, known to me to be an authorized representative of EMC Mortgage Corporation, one of the parties that executed the within instrument, and also known to me to be the person who executed the within instrument on behalf of said party, and acknowledged to me that such party executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
   
 
Notary Public
[Notarial Seal]
 





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

 
On the 30th day of June 2006 before me, a notary public in and for said State, personally appeared _____________________, known to me to be a(n) _____________________ of Wells Fargo Bank, National Association, a national banking association, one of the parties that executed the within instrument, and also known to me to be the person who executed it on behalf of said party, and acknowledged to me that such party executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
   
 
Notary Public
[Notarial Seal]
 





STATE OF MINNESOTA
)
 
 
)
ss.:
COUNTY OF___________
)
 

 
On the 30th day of June 2006 before me, a notary public in and for said State, personally appeared ___________________, known to me to be a(n) _________________of Wells Fargo Bank, National Association, a national banking association, one of the parties that executed the within instrument, and also known to me to be the person who executed it on behalf of said party, and acknowledged to me that such party executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
   
 
Notary Public
[Notarial Seal]
 





EXHIBIT ONE
 
FORM OF CUSTODIAN INITIAL CERTIFICATION
 
                    June 30, 2006
 
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA 02110
 
EMC Mortgage Corporation
2780 Lake Vista Drive,
Lewisville, Texas 75067
 
Attention: Bear Stearns Asset Backed Securities I LLC, Series 2006-AC4
 
Re:
Custodial Agreement, dated as of June 30, 2006, by and among U.S. Bank National Association, Wells Fargo Bank, National Association, Bear Stearns Asset Backed Securities I LLC and EMC Mortgage Corporation relating to Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4
Ladies and Gentlemen:
 
In accordance with Section 2.3(a) of the above-captioned Custodial Agreement, and subject to Section 2.02(a) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File (which contains an original Mortgage Note or lost note affidavit) to the extent required in Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
 
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement.
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
     
 
By:
 
 
Name:
 
 
Title:
 

 


 


SCHEDULE A
 
(PROVIDED UPON REQUEST)
 

 


 

EXHIBIT TWO
 
FORM OF CUSTODIAN INTERIM CERTIFICATION
 
                    [DATE]
 
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA 02110
 
EMC Mortgage Corporation
2780 Lake Vista Drive,
Lewisville, Texas 75067
 
Attention: Bear Stearns Asset Backed Securities I LLC, Series 2006-AC4
 
Re:
Custodial Agreement, dated as of June 30, 2006, by and among U.S. Bank National Association, Wells Fargo Bank, National Association, Bear Stearns Asset Backed Securities I LLC and EMC Mortgage Corporation relating to Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4
Ladies and Gentlemen:
 
In accordance with Section 2.3(b) of the above-captioned Custodial Agreement and subject to Section 2.02(a) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required pursuant to Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
 
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement.
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
     
 
By:
 
 
Name:
 
 
Title:
 

 


 

SCHEDULE A

(PROVIDED UPON REQUEST)


 


EXHIBIT THREE
 
FORM OF CUSTODIAN FINAL CERTIFICATION
 
                        [DATE]
 
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA 02110
 
EMC Mortgage Corporation
2780 Lake Vista Drive,
Lewisville, Texas 75067
 
Attention: Bear Stearns Asset Backed Securities I LLC, Series 2006-AC4
 
Re:
Custodial Agreement, dated as of June 30, 2006, by and among U.S. Bank National Association, Wells Fargo Bank, National Association, Bear Stearns Asset Backed Securities I LLC and EMC Mortgage Corporation relating to Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4

In accordance with Section 2.3(c) of the above-captioned Custodial Agreement
and, subject to Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required pursuant to Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
 
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement or in the Pooling and Servicing Agreement, as applicable.
 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
     
 
By:
 
 
Name:
 
 
Title:
 

 


 

SCHEDULE A

(PROVIDED UPON REQUEST)



EXHIBIT FOUR

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”:

 
Servicing Criteria
Applicable
Servicing Criteria
Reference
Criteria
 
 
General Servicing Considerations
 
 
 
1122(d)(1)(i)
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements
 
 
 
1122(d)(1)(ii)
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities
 
 
1122(d)(1)(iii)
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
 
 
 
 
1122(d)(1)(iv)
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
 
 
 
Cash Collection and Administration
 
 
 
 
1122(d)(2)(i)
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
 
 
1122(d)(2)(ii)
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
 
 
 
 
1122(d)(2)(iii)
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances are made, reviewed and approved as specified in the transaction agreements.
 
 
 
 
1122(d)(2)(iv)
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
 
 
 
 
 
 
1122(d)(2)(v)
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institutions” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
 
1122(d)(2)(vi)
Unissued checks are safeguarded so as to prevent unauthorized access.
 
 
 
 
 
 
 
 
 
 
1122(d)(2)(vii)
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliations; and (D) contain explanations for reconciling items, These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
 
 
 
Investor Remittances and Reporting
 
 
 
 
 
 
 
 
 
 
1122(d)(3)(i)
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements, (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors; or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
 
 
 
1122(d)(3)(ii)
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
 
 
 
1122(d)(3)(iii)
Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.
 
 
 
1122(d)(3)(iv)
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
 
 
 
Pool Asset Administration
 
 
1122(d)(4)(i)
Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.
 
1122(d)(4)(ii)
Pool assets and related documents are safeguarded as required by the transaction agreements.
 
 
1122(d)(4)(iii)
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements
 
 
 
 
 
 
1122(d)(4)(iv)
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
 
 
1122(d)(4)(v)
The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.
 
 
 
 
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
 
 
 
 
 
1122(d)(4)(vii)
Loss mitigation of recovery actions (e.g., forbearance plans, modifications and deed in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction documents.
 
 
 
 
 
 
 
 
1122(d)(4)(viii)
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements., Such records are maintained in at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
 
 
1122(d)(4)(ix)
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
 
 
 
 
 
 
 
 
 
1122(d)(4)(x)
Regarding any funds held in trust for an obligor (such as escrow accounts); (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 3- calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.
 
 
 
 
 
 
1122(d)(4)(xi)
Payments made on behalf of an obligor (such as tax ore insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the service at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
 
 
 
 
1122(d)(4)(xii)
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
 
1122(d)(4)(xiii)
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
 
1122(d)(4)(xiv)
Delinquencies, charge-offs and uncollectible funds are recognized and recorded in accordance with the transaction agreements.
 
1122(d)(4)(xv)
Any external enhancement or other support, identified in item 1114(a)(1) through (3) or item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
 


 






EXHIBIT K

FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE
 
The [     ] agreement dated as of [     ], 200[   ] (the “Agreement”), among [IDENTIFY PARTIES]

I, ________________________________, the _______________________ of [NAME OF COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that:
 
(1) I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer] [Trustee] pursuant to the Agreement (collectively, the “Company Servicing Information”);
 
(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;
 
(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the [Depositor] [Master Servicer] [Trustee];
 
(4) I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and
 
(5) The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.
 
 

 
Date:
 
 
By:
 
Name:
 
Title:
 

 





EXHIBIT L

FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT, dated as of June 30, 2006, as amended and supplemented by any and all amendments hereto (collectively, “this Agreement”), by and between EMC MORTGAGE CORPORATION, a Delaware corporation (“EMC” or the “Mortgage Loan Seller”), and BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company (the “Purchaser”).
 
Upon the terms and subject to the conditions of this Agreement, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase, certain conventional, fixed rate, first lien mortgage loans secured by one- to four-family residences (collectively, the “Mortgage Loans”) as described herein. The Purchaser intends to deposit the Mortgage Loans into a trust fund (the “Trust Fund”) and create Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4 (the “Certificates”), under a pooling and servicing agreement, to be dated as of June 1, 2006 (the “Pooling and Servicing Agreement”), among the Purchaser, as depositor, the Mortgage Loan Seller, as seller and company, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).
 
The Purchaser has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Number 333-131374) relating to its Asset-Backed Certificates and the offering of certain series thereof (including certain classes of the Certificates) from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act”). Such registration statement, when it became effective under the Securities Act, and the prospectus relating to the public offering of certain classes of the Certificates by the Purchaser (the “Public Offering”), as each may be amended or supplemented from time to time pursuant to the Securities Act or otherwise, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively. The “Prospectus Supplement” shall mean that supplement, dated June 28, 2006, to the Prospectus, dated June 7, 2006, relating to certain classes of the Certificates. With respect to the Public Offering of certain classes of the Certificates, the Purchaser and Bear, Stearns & Co. Inc. (“Bear Stearns”) have entered into a terms agreement, dated as of June 19, 2006, to an underwriting agreement, dated April 13, 2006, between the Purchaser and Bear Stearns (together, the “Underwriting Agreement”).
 
Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:
 
SECTION 1.  Definitions. Certain terms are defined herein. Capitalized terms used herein but not defined herein shall have the meanings specified in the Pooling and Servicing Agreement. The following other terms are defined as follows:
 
Acquisition Price: Cash in an amount equal to $             *              (plus $        *        in accrued interest), and the Retained Certificates.
 
Bear Stearns: Bear, Stearns & Co. Inc.
 
Closing Date: June 30, 2006.
 
Custodial Agreement: An agreement, dated as of June 30, 2006 among the Depositor, the Mortgage Loan Seller, the Trustee, the Master Servicer, the Securities Administrator and the Custodian.
 
Cut-off Date Balance: Shall mean $363,151,281.98.
 
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.
 
Due Date: With respect to each Mortgage Loan, the date in each month on which its scheduled payment is due, as set forth in the related Mortgage Note.
 
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
 
MERS® System: The system of recording transfers of Mortgages electronically maintained by MERS.
 
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
 
Moody’s: Moody’s Investors Service, Inc., or its successors in interest.
 
Mortgage: The mortgage or deed of trust creating a first lien on an interest in real property securing a Mortgage Note.
 
Mortgage File: The items referred to in Exhibit 1 pertaining to a particular Mortgage Loan and any additional documents required to be added to such documents pursuant to this Agreement.
 
Mortgage Rate: The annual rate of interest borne by a Mortgage Note as stated therein.
 
Mortgagor: The obligor(s) on a Mortgage Note.
 
Net Mortgage Rate: For each Mortgage Loan, the Mortgage Rate for such Mortgage Loan less (i) the Master Servicing Fee Rate, (ii) the Servicing Fee Rate and (ii) the rate at which the LPMI Fee is calculated, if applicable.

* Please contact Bear Stearns for pricing information.
 
 

Opinion of Counsel: A written opinion of counsel, who may be counsel for the Mortgage Loan Seller or the Purchaser, reasonably acceptable to the Trustee.
 
Person: Any legal person, including any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
Purchase Price: With respect to any Mortgage Loan required to be purchased by the Mortgage Loan Seller pursuant to the applicable provisions of this Agreement, an amount equal to the sum of (i) 100% of the principal remaining unpaid on such Mortgage Loan as of the date of purchase (including if a foreclosure has already occurred, the principal balance of the related Mortgage Loan at the time the Mortgaged Property was acquired), (ii) accrued and unpaid interest thereon at the Mortgage Rate through and including the last day of the month of purchase and (iii) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any anti-predatory lending laws.
 
Rating Agencies: Standard & Poor’s and Moody’s, each a “Rating Agency.”
 
Replacement Mortgage Loan: A mortgage loan substituted for a Deleted
Mortgage Loan which must meet on the date of such substitution the requirements stated herein and in the Pooling and Servicing Agreement; upon such substitution, such mortgage loan shall be a “Mortgage Loan” hereunder.

Securities Act: The Securities Act of 1933, as amended.
 
Standard & Poor’s: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its successors in interest.
 
Transaction Documents: This Agreement, the Pooling and Servicing Agreement, the Custodial Agreement and the Underwriting Agreement.
 
Value: The value of the Mortgaged Property at the time of origination of the related Mortgage Loan, such value being the lesser of (i) the value of such property set forth in an appraisal accepted by the applicable originator of the Mortgage Loan or (ii) the sales price of such property at the time of origination.
 
Wells Fargo: Wells Fargo Bank, National Association.
 
SECTION 2.  Purchase and Sale of the Mortgage Loans and Related Rights.
 
(a)  Upon satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans sold by the Mortgage Loan Seller having an aggregate outstanding principal balance as of the Cut-off Date equal to the related Cut-off Date Balance.
 
(b)  The closing for the purchase and sale of the Mortgage Loans and the closing for the issuance of the Certificates will take place on the Closing Date at the office of the Purchaser’s counsel in New York, New York or such other place as the parties shall agree.
 
(c)  Upon the satisfaction of the conditions set forth in Section 10 hereof, on the Closing Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition Price for the Mortgage Loans sold by the Mortgage Loan Seller in immediately available funds by wire transfer to such account or accounts as shall be designated by the Mortgage Loan Seller.
 
(d)  In addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns to the Purchaser all of its right, title and interest in the Servicing Agreements.
 
SECTION 3.  Mortgage Loan Schedules. The Mortgage Loan Seller agrees to provide to the Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the “Preliminary Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule, the Mortgage Loan Seller shall provide to the Purchaser as of the Closing Date a final schedule (the “Final Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date, shall be attached to an amendment to this Agreement to be executed on the Closing Date by the parties hereto and shall be in form and substance mutually agreed to by the Mortgage Loan Seller and the Purchaser (the “Amendment”). If there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.
 
SECTION 4.  Mortgage Loan Transfer.
 
(a)  The Purchaser will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due after the Cut-off Date (regardless of when actually collected) and all payments thereof. The Mortgage Loan Seller will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due on or before the Cut-off Date (including payments collected after the Cut-off Date) and all payments thereof. Such principal amounts and any interest thereon belonging to the Mortgage Loan Seller as described above will not be included in the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the Final Mortgage Loan Schedule.
 
(b)  Pursuant to various conveyancing documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Mortgage Loan Seller has delivered or will deliver or cause to be delivered to the Trustee or the Custodian on behalf of the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File, provided, however, that in lieu of the foregoing, the Mortgage Loan Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Mortgage Loan Seller may deliver a true copy thereof with a certification by the Mortgage Loan Seller or the Master Servicer, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage, assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from the Mortgage Loan Seller or the Master Servicer to such effect), the Mortgage Loan Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 5 the Mortgage Loan Seller may deliver lost note affidavits and indemnities of the Mortgage Loan Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Mortgage Loan Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by the Mortgage Loan Seller or the Master Servicer to such effect. The Mortgage Loan Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee, or the Custodian on behalf of the Trustee, promptly after they are received. The Mortgage Loan Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date unless such assignment is not required to be recorded under the terms set forth in Section 6(a) hereof.
 
(c)  In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Mortgage Loan Seller further agrees that it will cause, at the Mortgage Loan Seller’s own expense, within 30 days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Mortgage Loan Seller further agrees that it will not, and will not permit any Servicer or the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of the Pooling and Servicing Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of the Pooling and Servicing Agreement.
 
(d)  The Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans and the related servicing, will ultimately be assigned to U.S. Bank National Association, as Trustee for the benefit of the Certificateholders, on the date hereof.
 
SECTION 5.  Examination of Mortgage Files.
 
(a)  On or before the Mortgage File Delivery Date, the Mortgage Loan Seller will have made the Mortgage Files available to the Purchaser or its agent for examination which may be at the offices of the Trustee or the Mortgage Loan Seller and/or the Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. In furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage Files available to the Purchaser or its agent from time to time so as to permit the Purchaser to confirm the Mortgage Loan Seller’s compliance with the delivery and recordation requirements of this Agreement and the Pooling and Servicing Agreement. In addition, upon request of the Purchaser, the Mortgage Loan Seller agrees to provide to the Purchaser, Bear Stearns and to any investors or prospective investors in the Certificates information regarding the Mortgage Loans and their servicing, to make the Mortgage Files available to the Purchaser, Bear Stearns and to such investors or prospective investors (which may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan Seller’s custodian) and to make available personnel knowledgeable about the Mortgage Loans for discussions with the Purchaser, Bear Stearns and such investors or prospective investors, upon reasonable request during regular business hours, sufficient to permit the Purchaser, Bear Stearns and such investors or potential investors to conduct such due diligence as any such party reasonably believes is appropriate.
 
(b)  Pursuant to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or the Custodian as obligated under the Custodial Agreement), for the benefit of the Certificateholders, will review items of the Mortgage Files as set forth on Exhibit 1 and will deliver to the Mortgage Loan Seller an initial certification in the form attached as Exhibit One to the Custodial Agreement.
 
(c)  Within 90 days of the Closing Date, the Trustee or the Custodian on its behalf shall, in accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement, deliver to the Mortgage Loan Seller and the Trustee an Interim Certification in the form attached as Exhibit Two to the Custodial Agreement to the effect that all such documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.
 
(d)  The Trustee or the Custodian on its behalf will review the Mortgage Files within 180 days of the Closing Date and will deliver to the Mortgage Loan Seller and the Master Servicer, and if reviewed by the Custodian, the Trustee, a final certification substantially in the form of Exhibit Three to the Custodial Agreement. If the Trustee or the Custodian on its behalf is unable to deliver a final certification with respect to the items listed in Exhibit 1 due to any document that is missing, has not been executed, is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the Final Mortgage Loan Schedule (a “Material Defect”), the Trustee or the Custodian on its behalf shall notify the Mortgage Loan Seller of such Material Defect. The Mortgage Loan Seller (on its own behalf as a Mortgage Loan Seller) shall correct or cure any such Material Defect within 90 days from the date of notice from the Trustee of the Material Defect and if the Mortgage Loan Seller does not correct or cure such Material Defect within such period and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Mortgage Loan Seller will, in accordance with the terms of the Pooling and Servicing Agreement, within 90 days of the date of notice, provide the Trustee with a Replacement Mortgage Loan (if within two years of the Closing Date) or purchase the related Mortgage Loan at the applicable Purchase Price; provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original security instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy, have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of Mortgage Loan Seller or a Servicing Officer confirming that such documents have been accepted for recording, and delivery to the Trustee shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document.
 
(e)  At the time of any substitution, the Mortgage Loan Seller shall deliver or cause to be delivered the Replacement Mortgage Loan, the related Mortgage File and any other documents and payments required to be delivered in connection with a substitution pursuant to the Pooling and Servicing Agreement. At the time of any purchase or substitution, the Trustee shall (i) assign the selected Mortgage Loan to the Mortgage Loan Seller and shall release or cause the Custodian to release the documents (including, but not limited to the Mortgage, Mortgage Note and other contents of the Mortgage File) in the possession of the Trustee or the Custodian, as applicable relating to the Deleted Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Seller title to such Deleted Mortgage Loan.
 
SECTION 6.  Recordation of Assignments of Mortgage.
 
(a)  The Mortgage Loan Seller will, promptly after the Closing Date, cause each Mortgage and each assignment of Mortgage from the Mortgage Loan Seller to the Trustee, and all unrecorded intervening assignments, if any, delivered on or prior to the Closing Date, to be recorded in all recording offices in the jurisdictions where the related Mortgaged Properties are located; provided, however, the Mortgage Loan Seller need not cause to be recorded any assignment which relates to a Mortgage Loan that is a MOM Loan or for which the related Mortgaged Property is located in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Mortgage Loan Seller to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Mortgage Loan Seller in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of (i) reasonable direction by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Trust, (ii) the occurrence of a Company Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgage Loan Seller under the Pooling and Servicing Agreement, (iv) the occurrence of a servicing transfer as described in Section 9.05 of the Pooling and Servicing Agreement or an assignment of the servicing as described in Section 8.05(b) of the Pooling and Servicing Agreement or (iv) with respect to any one assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.
 
While each such Mortgage or assignment is being recorded, if necessary, the Mortgage Loan Seller shall leave or cause to be left with the Trustee or the Custodian on its behalf a certified copy of such Mortgage or assignment. In the event that, within 180 days of the Closing Date, the Trustee has not been provided with an Opinion of Counsel as described above or received evidence of recording with respect to each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof or as set forth above and the related Mortgage Loan is not a MOM Loan, the failure to provide evidence of recording or such Opinion of Counsel shall be considered a Material Defect, and the provisions of Section 5(c) and (d) shall apply. All customary recording fees and reasonable expenses relating to the recordation of the assignments of mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall be borne by the Mortgage Loan Seller.
 
(b)  It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement be, and be treated as, a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser to secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held by a court to continue to be property of the Mortgage Loan Seller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the Purchaser of a security interest in all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Purchaser would otherwise be entitled to own such Mortgage Loans and proceeds pursuant to Section 4 hereof, including all amounts, other than investment earnings, from time to time held or invested in any accounts created pursuant to the Pooling and Servicing Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser or the Trustee (or the Custodian on its behalf) of Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed to be an assignment of any security interest created hereby. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.
 
SECTION 7.  Representations and Warranties of the Mortgage Loan Seller Concerning the Mortgage Loans. The Mortgage Loan Seller hereby represents and warrants to the Purchaser as of the Closing Date or such other date as may be specified below with respect to each Mortgage Loan being sold by it, that:
 
(a)  The information set forth in the Mortgage Loan Schedule hereto is true and correct in all material respects.
 
(b)  Immediately prior to the transfer to the Purchaser, the Mortgage Loan Seller was the sole owner of beneficial title and holder of each Mortgage and Mortgage Note relating to the Mortgage Loans and is conveying the same free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature and the Mortgage Loan Seller has full right and authority to sell or assign the same pursuant to this Agreement.
 
(c)  Each Mortgage Loan at the time it was made complied in all material respects with all applicable federal, state and local laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws and all applicable predatory, abusive and fair lending laws; and each Mortgage Loan has been serviced in all material respects in accordance with all applicable laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws and all applicable anti-predatory lending laws and the terms of the related Mortgage Note, the Mortgage and other loan documents.
 
(d)  There is no monetary default existing under any Mortgage or the related Mortgage Note and there is no material event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or event of acceleration; and neither the Mortgage Loan Seller, any of its affiliates nor any servicer of any related Mortgage Loan has taken any action to waive any default, breach or event of acceleration; and no foreclosure action is threatened or has been commenced with respect to the Mortgage Loan.
 
(e)  The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, (i) if required by law in the jurisdiction where the Mortgaged Property is located, or (ii) to protect the interests of the Trustee on behalf of the Certificateholders.
 
(f)  No selection procedure reasonably believed by the Mortgage Loan Seller to be adverse to the interests of the Certificateholders was utilized in selecting the Mortgage Loans.
 
(g)  Each Mortgage is a valid and enforceable first or second lien on the property securing the related Mortgage Note and each Mortgaged Property is owned by the Mortgagor in fee simple (except with respect to common areas in the case of condominiums, PUDs and de minimis PUDs) or by leasehold for a term longer than the term of the related Mortgage, subject only to (i) the lien of current real property taxes and assessments, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal obtained in connection with the origination of the related Mortgage Loan or referred to in the lender’s title insurance policy delivered to the originator of the related Mortgage Loan and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage.
 
(h)  There is no mechanics’ lien or claim for work, labor or material affecting the premises subject to any Mortgage which is or may be a lien prior to, or equal with, the lien of such Mortgage except those which are insured against by the title insurance policy referred to in clause (m) below.
 
(i)  There was no delinquent tax or assessment lien against the property subject to any Mortgage, except where such lien was being contested in good faith and a stay had been granted against levying on the property.
 
(j)  There is no valid offset, defense or counterclaim to any Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay the unpaid principal and interest on such Mortgage Note.
 
(k)  The physical property subject to any Mortgage is free of material damage and is in good repair and there is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property.
 
(l)  The Mortgaged Property and all improvements thereon comply with all requirements of any applicable zoning and subdivision laws and ordinances.
 
(m)  A lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other assurance of title customary in the relevant jurisdiction therefor in a form acceptable to Fannie Mae or Freddie Mac, was issued on the date that each Mortgage Loan was created by a title insurance company which, to the best of the Mortgage Loan Seller’s knowledge, was qualified to do business in the jurisdiction where the related Mortgaged Property is located, insuring the Mortgage Loan Seller and its successors and assigns that the Mortgage is a first priority lien on the related Mortgaged Property in the original principal amount of the Mortgage Loan. The Mortgage Loan Seller is the sole insured under such lender’s title insurance policy, and such policy, binder or assurance is valid and remains in full force and effect, and each such policy, binder or assurance shall contain all applicable endorsements including a negative amortization endorsement, if applicable.
 
(n)  At the time of origination, each Mortgaged Property was the subject of an appraisal which conformed to the underwriting requirements of the originator of the Mortgage Loan and, the appraisal is in a form acceptable to Fannie Mae or Freddie Mac.
 
(o)  The improvements on each Mortgaged Property securing a Mortgage Loan are insured (by an insurer which is acceptable to the Mortgage Loan Seller) against loss by fire and such hazards as are covered under a standard extended coverage endorsement in the locale in which the Mortgaged Property is located, in an amount which is not less than the lesser of the maximum insurable value of the improvements securing such Mortgage Loan or the outstanding principal balance of the Mortgage Loan, but in no event in an amount less than an amount that is required to prevent the Mortgagor from being deemed to be a co-insurer thereunder; if the improvement on the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the condominium project; if upon origination of the related Mortgage Loan, the improvements on the Mortgaged Property were in an area identified as a federally designated flood area, a flood insurance policy is in effect in an amount representing coverage not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the restorable cost of improvements located on such Mortgaged Property or (iii) the maximum coverage available under federal law; and each Mortgage obligates the Mortgagor thereunder to maintain the insurance referred to above at the Mortgagor’s cost and expense.
 
(p)  Each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a “qualified mortgage” notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9).
 
(q)  None of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994, as amended or (b) “high cost home,” “covered” (excluding home loans defined as “covered home loans” in the New Jersey Home Ownership Security Act of 2002 that were originated between November 26, 2003 and July 7, 2004), “high risk home” or “predatory” loans under any applicable state, federal or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees).
 
(r)  The information set forth in Schedule A of the Prospectus Supplement with respect to the Mortgage Loans is true and correct in all material respects.
 
(s)  No Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary, which is now Version 5.6(d), Appendix E, attached hereto as Exhibit 6) or (b) was originated on or after October 1, 2002 through March 6, 2003 and is governed by the Georgia Fair Lending Act.
 
(t)  Each Mortgage Loan was originated in accordance with the underwriting guidelines of the related originator.
 
(u)  Each original Mortgage has been recorded or is in the process of being recorded in accordance with the requirements of Section 2.01 of the Pooling and Servicing Agreement in the appropriate jurisdictions wherein such recordation is required to perfect the lien thereof for the benefit of the Trust Fund.
 
(v)  The related Mortgage File contains each of the documents and instruments listed in Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions, substitutions and qualifications as are set forth in such Section.
 
(w)  The Mortgage Loans are currently being serviced in accordance with accepted servicing practices.
 
(x)  With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is enforceable and will be enforced by the Mortgage Loan Seller and each prepayment penalty is permitted pursuant to federal, state and local law, provided that (i) no Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated and (ii) such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan.
 
(y)  If any of the Mortgage Loans are secured by a leasehold interest, with respect to each leasehold interest: the use of leasehold estates for residential properties is an accepted practice in the area where the related Mortgaged Property is located; residential property in such area consisting of leasehold estates is readily marketable; the lease is recorded and no party is in any way in breach of any provision of such lease; the leasehold is in full force and effect and is not subject to any prior lien or encumbrance by which the leasehold could be terminated or subject to any charge or penalty; and the remaining term of the lease does not terminate less than ten years after the maturity date of such Mortgage Loan.
 
It is understood and agreed that the representations and warranties set forth in this Section 7 will inure to the benefit of the Purchaser, its successors and assigns, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination of any Mortgage File. Upon any substitution for a Mortgage Loan, the representations and warranties set forth above shall be deemed to be made by the Mortgage Loan Seller as to any Replacement Mortgage Loan as of the date of substitution.
 
Upon discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser or the Trustee of a breach of any representation or warranty of the Mortgage Loan Seller set forth in this Section 7 which materially and adversely affects the value of the interests of the Purchaser, the Certificateholders or the Trustee in any of the Mortgage Loans delivered to the Purchaser pursuant to this Agreement, the party discovering or receiving notice of such breach shall give prompt written notice to the others. In the case of any such breach of a representation or warranty set forth in this Section 7, within 90 days from the date of discovery by the Mortgage Loan Seller, or the date the Mortgage Loan Seller is notified by the party discovering or receiving notice of such breach (whichever occurs earlier), the Mortgage Loan Seller will (i) cure such breach in all material respects, (ii) purchase the affected Mortgage Loan at the applicable Purchase Price or (iii) if within two years of the Closing Date, substitute a qualifying Replacement Mortgage Loan in exchange for such Mortgage Loan; provided that, (A) in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in clause (a) of this Section 7, if such breach is material and relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge or (B) in the case of a breach of the representation contained in clause (x) of this Section 7, then, in each case, in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price, the Mortgage Loan Seller shall pay the amount of the Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge) from its own funds and without reimbursement therefor, and the Mortgage Loan Seller shall have no obligation to repurchase or substitute for such Mortgage Loan. The obligations of the Mortgage Loan Seller to cure, purchase or substitute a qualifying Replacement Mortgage Loan shall constitute the Purchaser’s, the Trustee’s and the Certificateholder’s sole and exclusive remedy under this Agreement or otherwise respecting a breach of representations or warranties hereunder with respect to the Mortgage Loans, except for the obligation of the Mortgage Loan Seller to indemnify the Purchaser for such breach as set forth in and limited by Section 13 hereof.
 
Any cause of action against the Mortgage Loan Seller or relating to or arising out of a breach by the Mortgage Loan Seller of any representations and warranties made in this Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Mortgage Loan Seller or notice thereof by the party discovering such breach and (ii) failure by the Mortgage Loan Seller to cure such breach, purchase such Mortgage Loan or substitute a qualifying Replacement Mortgage Loan pursuant to the terms hereof.
 
SECTION 8.  Representations and Warranties Concerning the Mortgage Loan Seller. As of the date hereof and as of the Closing Date, the Mortgage Loan Seller represents and warrants to the Purchaser as to itself in the capacity indicated as follows:
 
(a)  the Mortgage Loan Seller (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Mortgage Loan Seller’s business as presently conducted or on the Mortgage Loan Seller’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
 
(b)  the Mortgage Loan Seller has full power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement or any other Transaction Document to which it is a party;
 
(c)  the execution and delivery by the Mortgage Loan Seller of this Agreement and any other Transaction Document to which it is a party has been duly authorized by all necessary action on the part of the Mortgage Loan Seller; and neither the execution and delivery of this Agreement or any other Transaction Document to which it is a party, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Mortgage Loan Seller or its properties or the charter or by-laws of the Mortgage Loan Seller, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Mortgage Loan Seller’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
 
(d)  the execution, delivery and performance by the Mortgage Loan Seller of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;
 
(e)  each of this Agreement and the other Transaction Document to which it is a party has been duly executed and delivered by the Mortgage Loan Seller and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the Mortgage Loan Seller enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);
 
(f)  there are no actions, suits or proceedings pending or, to the knowledge of the Mortgage Loan Seller, threatened against the Mortgage Loan Seller, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party or (ii) with respect to any other matter which in the judgment of the Mortgage Loan Seller could reasonably be expected to be determined adversely to the Mortgage Loan Seller and will if determined adversely to the Mortgage Loan Seller materially and adversely affect the Mortgage Loan Seller’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party; and the Mortgage Loan Seller is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and
 
(g)  the Mortgage Loan Seller’s Information (as defined in Section 13(a) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
 
SECTION 9.  Representations and Warranties Concerning the Purchaser. As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:
 
(a)  the Purchaser (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Purchaser’s business as presently conducted or on the Purchaser’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
 
(b)  the Purchaser has full power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement or any other Transaction Document to which it is a party;
 
(c)  the execution and delivery by the Purchaser of this Agreement or any other Transaction Document to which it is a party has been duly authorized by all necessary action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
 
(d)  the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;
 
(e)  each of this Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Mortgage Loan Seller, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);
 
(f)  there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party or (ii) with respect to any other matter which in the judgment of the Purchaser will be determined adversely to the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement and the other Transaction Documents to which it is a party; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party; and
 
(g)  the Purchaser’s Information (as defined in Section 13(b) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
 
SECTION 10.  Conditions to Closing.
 
(a)  The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
 
(1)  Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the Transaction Documents; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller.
 
(2)  The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof:
 
(i)  If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;
 
(ii)  If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment;
 
(iii)  The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories;
 
(iv)  A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, together with copies of the articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller;
 
(v)  One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency;
 
(vi)  A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth therein; and
 
(vii)  Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates.
 
(3)  The Certificates to be sold to Bear Stearns pursuant to the Underwriting Agreement shall have been issued and sold to Bear Stearns.
 
(4)  The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and their respective counsel may reasonably request.
 
(b)  The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
 
(1)  The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or any of the Transaction Documents, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser.
 
(2)  The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof:
 
(i)  If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein;
 
(ii)  The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories;
 
(iii)  A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, together with copies of the Purchaser’s certificate of formation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date;
 
(iv)  One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller and the Rating Agencies; and
 
(v)  Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates.
 
SECTION 11.  Fees and Expenses. Subject to Section 16 hereof, the Mortgage Loan Seller shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Stearns in connection with the sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.
 
SECTION 12.  Accountants’ Letters.
 
(a)  Deloitte & Touche LLP will review the characteristics of a sample of the Mortgage Loans described in the Final Mortgage Loan Schedule and will compare those characteristics to the description of the Mortgage Loans contained in the Prospectus Supplement under the captions “Summary—The Mortgage Loans” and “The Mortgage Pool” and in Schedule A thereto. The Mortgage Loan Seller will cooperate with the Purchaser in making available all information and taking all steps reasonably necessary to permit such accountants to complete the review and to deliver the letters required of them under the Underwriting Agreement. Deloitte & Touche LLP will also confirm certain calculations as set forth under the caption “Yield, Prepayment and Maturity Considerations” in the Prospectus Supplement.
 
(b)  To the extent statistical information with respect to the Mortgage Loan Seller’s servicing portfolio is included in the Prospectus Supplement under the caption “Servicing of the Mortgage Loans—EMC—Delinquency and Foreclosure Experience of EMC,” a letter from the certified public accountant for the Mortgage Loan Seller will be delivered to the Purchaser dated the date of the Prospectus Supplement, in the form previously agreed to by the Mortgage Loan Seller and the Purchaser, with respect to such statistical information.
 
SECTION 13.  Indemnification.
 
(a)  The Mortgage Loan Seller shall indemnify and hold harmless the Purchaser and its directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon any untrue statement of a material fact contained in the Mortgage Loan Seller’s Information as identified in Exhibit 3, the omission to state in the Term Sheet Supplement, the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the Mortgage Loan Seller and in which additional Mortgage Loan Seller’s Information is identified), in reliance upon and in conformity with Mortgage Loan Seller’s Information a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading; and the Mortgage Loan Seller shall reimburse the Purchaser and each other indemnified party for any legal and other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action.
 
The foregoing indemnity agreement is in addition to any liability which the Mortgage Loan Seller otherwise may have to the Purchaser or any other such indemnified party.
 
(b)  The Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and its respective directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon any untrue statement of a material fact contained in the Purchaser’s Information as identified in Exhibit 4, the omission to state in the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the Purchaser and in which additional Purchaser’s Information is identified), in reliance upon and in conformity with the Purchaser’s Information, a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading;  and the Purchaser shall reimburse the Mortgage Loan Seller, and each other indemnified party for any legal and other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action. The foregoing indemnity agreement is in addition to any liability which the Purchaser otherwise may have to the Mortgage Loan Seller, or any other such indemnified party.
 
(c)  Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 13 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent it may elect by written notice delivered to the indemnified party promptly (but, in any event, within 30 days) after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there is a conflict of interest between itself or themselves and the indemnifying party in the conduct of the defense of any claim or that the interests of the indemnified party or parties are not substantially co-extensive with those of the indemnifying party (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties (provided, however, that the indemnifying party shall be liable only for the fees and expenses of one counsel in addition to one local counsel in the jurisdiction involved. Anything in this subsection to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement or any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.
 
(d)  If the indemnification provided for in paragraphs (a) and (b) of this Section 13 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to in Section 13, then the indemnifying party shall in lieu of indemnifying the indemnified party contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative benefits received by the Mortgage Loan Seller on the one hand and the Purchaser on the other from the purchase and sale of the Mortgage Loans, the offering of the Certificates and the other transactions contemplated hereunder. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation.
 
(e)  The parties hereto agree that reliance by an indemnified party on any publicly available information or any information or directions furnished by an indemnifying party shall not constitute negligence, bad faith or willful misconduct by such indemnified party.
 
SECTION 14.  Notices. All demands, notices and communications hereunder shall be in writing but may be delivered by facsimile transmission subsequently confirmed in writing. Notices to the Mortgage Loan Seller shall be directed to EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067, (Telecopy: ((469)759-4714), and notices to the Purchaser shall be directed to Bear Stearns Asset Backed Securities I LLC, 383 Madison Avenue, New York, New York 10179, (Telecopy: (212-272-7206)), Attention: Chief Counsel; or to any other address as may hereafter be furnished by one party to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt) provided that it is received on a business day during normal business hours and, if received after normal business hours, then it shall be deemed to be received on the next business day.
 
SECTION 15.  Transfer of Mortgage Loans. The Purchaser retains the right to assign the Mortgage Loans and any or all of its interest under this Agreement to the Trustee without the consent of the Mortgage Loan Seller, and, upon such assignment, the Trustee shall succeed to the applicable rights and obligations of the Purchaser hereunder; provided, however, the Purchaser shall remain entitled to the benefits set forth in Sections 11, 13 and 17 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive right and remedy of the Trustee with respect to a breach of representation or warranty of the Mortgage Loan Seller shall be the cure, purchase or substitution obligations of the Mortgage Loan Seller contained in Sections 5 and 7 hereof.
 
SECTION 16.  Termination. This Agreement may be terminated (a) by the mutual consent of the parties hereto prior to the Closing Date, (b) by the Purchaser, if the conditions to the Purchaser’s obligation to close set forth under Section 10(a) hereof are not fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan Seller, if the conditions to the Mortgage Loan Seller’s obligation to close set forth under Section 10(b) hereof are not fulfilled as and when required to be fulfilled. In the event of termination pursuant to clause (b), the Mortgage Loan Seller shall pay, and in the event of termination pursuant to clause (c), the Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the other in connection with the transactions contemplated by this Agreement. In the event of a termination pursuant to clause (a), each party shall be responsible for its own expenses.
 
SECTION 17.  Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Mortgage Loan Seller submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser to the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser, the Mortgage Loan Seller’s representations and warranties contained herein with respect to the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually delivered to the Purchaser and included in the Final Mortgage Loan Schedule and any Replacement Mortgage Loan and not to those Mortgage Loans deleted from the Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to the Closing.
 
SECTION 18.  Severability. If any provision of this Agreement shall be prohibited or invalid under applicable law, this Agreement shall be ineffective only to such extent, without invalidating the remainder of this Agreement.
 
SECTION 19.  Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but which together shall constitute one and the same agreement.
 
SECTION 20.  Amendment. This Agreement cannot be amended or modified in any manner without the prior written consent of each party.
 
SECTION 21.  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
 
SECTION 22.  Further Assurances. Each of the parties agrees to execute and deliver such instruments and take such actions as another party may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement including any amendments hereto which may be required by either Rating Agency.
 
SECTION 23.  Successors and Assigns.
 
(a)  This Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser and their permitted successors and assigns and, to the extent specified in Section 13 hereof, Bear Stearns, and their directors, officers and controlling persons (within the meaning of federal securities laws). The Mortgage Loan Seller acknowledges and agrees that the Purchaser may assign its rights under this Agreement (including, without limitation, with respect to the Mortgage Loan Seller’s representations and warranties respecting the Mortgage Loans) to the Trustee. Any person into which the Mortgage Loan Seller may be merged or consolidated (or any person resulting from any merger or consolidation involving the Mortgage Loan Seller), any person resulting from a change in form of the Mortgage Loan Seller or any person succeeding to the business of the Mortgage Loan Seller, shall be considered the “successor” of the Mortgage Loan Seller hereunder and shall be considered a party hereto without the execution or filing of any paper or any further act or consent on the part of any party hereto. Except as provided in the two preceding sentences, this Agreement cannot be assigned, pledged or hypothecated by either party hereto without the written consent of the other parties to this Agreement and any such assignment or purported assignment shall be deemed null and void.
 
SECTION 24.  The Mortgage Loan Seller. The Mortgage Loan Seller will keep in full force and effect its existence, all rights and franchises as a corporation under the laws of the State of its incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement.
 
SECTION 25.  Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.
 
SECTION 26.  No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto.
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.
 

 
 
EMC MORTGAGE CORPORATION
     
 
By:
 
 
Name:
 
 
Title:
 
   
   
 
BEAR STEARNS ASSET BACKED
SECURITIES I LLC
     
 
By:
 
 
Name:
 
 
Title:
 

 




EXHIBIT 1
CONTENTS OF MORTGAGE FILE
 
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser or its designee, and which shall be delivered to the Purchaser or its designee pursuant to the terms of this Agreement.
 
(i)  The original Mortgage Note, including any riders thereto, endorsed without recourse to the order of “U.S. Bank National Association”, as Trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC Asset-Backed Certificates, Series 2006-AC4,” or to blank and showing to the extent available to the Mortgage Loan Seller an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee;
 
(ii)  the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form);
 
(iii)  unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to the Trustee of the Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National Association”, as Trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC Asset-Backed Certificates, Series 2006-AC4,” which shall have been recorded (or if clause (x) in the proviso below applies, shall be in recordable form);
 
(iv)  an original or a copy of all intervening assignments of the Mortgage, if any, to the extent available to the Mortgage Loan Seller, with evidence of recording thereon;
 
(v)  the original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance, if available, or a copy thereof, or, in the event that such original title insurance policy is unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related Mortgaged Property and
 
(vi)  originals or copies of all available assumption, modification or substitution agreements, if any.
 
Provided, however, that in lieu of the foregoing, the Mortgage Loan Seller may deliver the following documents, under the circumstances set forth below: (x) if any Mortgage, assignment thereof to the Trustee or intervening assignments thereof have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Purchaser may deliver a true copy thereof with a certification by the Mortgage Loan Seller or the title company issuing the commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording”; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans identified in the list set forth in Exhibit I to the Pooling and Servicing Agreement, the Purchaser may deliver a lost note affidavit and indemnity and a copy of the original note, if available; and provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Purchaser, in lieu of delivering the above documents, may deliver to the Trustee and its Custodian a certification of a Servicing Officer to such effect and in such case shall deposit all amounts paid in respect of such Mortgage Loans, in the Master Servicer Collection Account or in the Distribution Account on the Closing Date. In the case of the documents referred to in clause (x) above, the Purchaser shall deliver such documents to the Trustee or its Custodian promptly after they are received. The Mortgage Loan Seller shall cause, at its expense, the Mortgage and intervening assignments, if any, and to the extent required in accordance with the foregoing, the assignment of the Mortgage to the Trustee to be submitted for recording promptly after the Closing Date; provided that the Mortgage Loan Seller need not cause to be recorded any assignment (a) in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel addressed to the Trustee delivered by the Mortgage Loan Seller to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as mortgagee of record solely as nominee for Mortgage Loan Seller and its successors and assigns. In the event that the Mortgage Loan Seller, the Purchaser or the Master Servicer gives written notice to the Trustee that a court has recharacterized the sale of the Mortgage Loans as a financing, the Mortgage Loan Seller shall submit or cause to be submitted for recording as specified above or, should the Mortgage Loan Seller fail to perform such obligations, the Master Servicer shall cause each such previously unrecorded assignment to be submitted for recording as specified above at the expense of the Trust. In the event a Mortgage File is released to the Company or the related Servicer as a result of such Person having completed a Request for Release, the Custodian shall, if not so completed, complete the assignment of the related Mortgage in the manner specified in clause (iii) above.
 




EXHIBIT 2
 
MORTGAGE LOAN SCHEDULE INFORMATION
 
The Preliminary and Final Mortgage Loan Schedules shall set forth the following information with respect to each Mortgage Loan:
 
(a)  the city, state and zip code of the Mortgaged Property;
(b)  the property type;
(c)  the Mortgage Interest Rate;
(d)  the Servicing Fee Rate;
(e)  the Master Servicer’s Fee Rate;
(f)  the LPMI Fee, if applicable;
(g)  the Trustee Fee Rate, if applicable;
(h)  the Net Rate;
(i)  the maturity date;
(j)  the stated original term to maturity;
(k)  the stated remaining term to maturity;
(l)  the original Principal Balance;
(m)  the first payment date;
(n)  the principal and interest payment in effect as of the Cut-off Date;
(o)  the unpaid Principal Balance as of the Cut-off Date;
(p)  the Loan-to-Value Ratio at origination;
(q)  the insurer of any Primary Mortgage Insurance Policy;
(r)  the MIN with respect to each MOM Loan;
(s)  the Gross Margin, if applicable;
(t)  the next Adjustment Date, if applicable;
(u)  the Maximum Lifetime Mortgage Rate, if applicable;
(v)  the Minimum Lifetime Mortgage Rate, if applicable;
(w)  the Periodic Rate Cap, if applicable;
(x)  the Loan Group, if applicable;
(y)  a code indicating whether the Mortgage Loan is negatively amortizing;
(z)      which Mortgage Loans adjust after an initial fixed-rate period of one, two, three, five, seven or ten years or any other period;
(aa)  the Prepayment Charge, if any;
(bb)  lien position (e.g., first lien or second lien);
(cc)  a code indicating whether the Mortgage Loan is has a balloon payment;
(dd)  a code indicating whether the Mortgage Loan is an interest-only loan;
(ee)  the interest-only term, if applicable;
(ff)  the Mortgage Loan Seller; and
(gg)  the original amortization term.

Such schedule also shall set forth for all of the Mortgage Loans, the total number of Mortgage Loans, the total of each of the amounts described under (n) and (j) above, the weighted average by principal balance as of the Cut-off Date of each of the rates described under (c) through (h) above, and the weighted average remaining term to maturity by unpaid principal balance as of the Cut-off Date.
 






EXHIBIT 3
MORTGAGE LOAN SELLER’S INFORMATION
 
All information in the Prospectus Supplement described under the following captions: “SUMMARY - The Mortgage Loans,” “THE MORTGAGE POOL,” “THE SPONSOR” and “SCHEDULE A - Mortgage Loan Statistical Data.”
 

 






EXHIBIT 4
PURCHASER’S INFORMATION
 
All information in the Prospectus Supplement and the Prospectus, except the Mortgage Loan Seller’s Information.
 

 





EXHIBIT 5
SCHEDULE OF LOST NOTES
 
Available Upon Request






EXHIBIT 6
 
REVISED February 14, 2006

APPENDIX E - STANDARD & POOR’S PREDATORY LENDING CATEGORIES
 
Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry.
 
STANDARD & POOR’S HIGH COST LOAN CATEGORIZATION
 
State/Jurisdiction
Name of Anti-Predatory Lending Law/Effective Date
Category under Applicable Anti-Predatory Lending Law
Arkansas
Arkansas Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.
Effective July 16, 2003
High Cost Home Loan
Cleveland Heights, OH
Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.
Effective June 2, 2003
Covered Loan
Colorado
Consumer Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.
Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 2002
Covered Loan
Connecticut
Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq.
Effective October 1, 2001
High Cost Home Loan
District of Columbia
Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.
Effective for loans closed on or after January 28, 2003
Covered Loan
Florida
Fair Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.
Effective October 2, 2002
High Cost Home Loan
Georgia (Oct. 1, 2002 - Mar. 6, 2003)
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.
High Cost Home Loan
State/Jurisdiction
Name of Anti-Predatory Lending Law/Effective Date
Category under Applicable Anti-Predatory Lending Law
 
Effective October 1, 2002 - March 6, 2003
 
Georgia as amended (Mar. 7, 2003 - current)
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.
Effective for loans closed on or after March 7, 2003
High Cost Home Loan
HOEPA Section 32
Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34
Effective October 1, 1995, amendments October 1, 2002
High Cost Loan
Illinois
High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.
Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001)
High Risk Home Loan
Kansas
Consumer Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.
Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999
High Loan to Value Consumer Loan (id. § 16a-3-207) and;
High APR Consumer Loan (id. § 16a-3-308a)
Kentucky
2003 KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 et seq.
Effective June 24, 2003
High Cost Home Loan
Maine
Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.
Effective September 29, 1995 and as amended from time to time
High Rate High Fee Mortgage
Massachusetts
Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq.
High Cost Home Loan
 
STANDARD & POOR’S HIGH COST LOAN CATEGORIZATION
 
State/Jurisdiction
Name of Anti-Predatory Lending Law/Effective Date
Category under Applicable Anti-Predatory Lending Law
 
Effective March 22, 2001 and amended from time to time
 
Nevada
Assembly Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.
Effective October 1, 2003
Home Loan
New Jersey
New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective for loans closed on or after November 27, 2003
High Cost Home Loan
New Mexico
Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of February 26, 2004
High Cost Home Loan
New York
N.Y. Banking Law Article 6-l
Effective for applications made on or after April 1, 2003
High Cost Home Loan
North Carolina
Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)
High Cost Home Loan
Ohio
H.B. 386 (codified in various sections of the Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et seq.
Effective May 24, 2002
Covered Loan
Oklahoma
Consumer Credit Code (codified in various sections of Title 14A)
Effective July 1, 2000; amended effective January 1, 2004
Subsection 10 Mortgage
South Carolina
South Carolina High Cost and Consumer Home Loans Act, S.C. Code
High Cost Home Loan



Standard & Poor’s High Cost Loan Categorization
 
State/Jurisdiction
Name of Anti-Predatory Lending Law/Effective Date
Category under Applicable Anti-Predatory Lending Law
 
Ann. §§ 37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
 
West Virginia
West Virginia Residential Mortgage Lender, Broker and Servicer Act, W. Va. Code Ann. §§ 31-17-1 et seq.
Effective June 5, 2002
West Virginia Mortgage Loan Act Loan
 
STANDARD & POOR’S COVERED LOAN CATEGORIZATION
 
State/Jurisdiction
Name of Anti-Predatory Lending Law/Effective Date
Category under Applicable Anti-Predatory Lending Law
Georgia (Oct. 1, 2002 - Mar. 6, 2003)
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
Covered Loan
New Jersey
New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective November 27, 2003 - July 5, 2004
Covered Home Loan
 
STANDARD & POOR’S HOME LOAN CATEGORIZATION
 
State/Jurisdiction
Name of Anti-Predatory Lending Law/Effective Date
Category under Applicable Anti-Predatory Lending Law
Georgia (Oct. 1, 2002 - Mar. 6, 2003)
Georgia Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
Home Loan
New Jersey
New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective for loans closed on or after November 27, 2003
Home Loan
 
STANDARD & POOR’S HOME LOAN CATEGORIZATION
 
State/Jurisdiction
Name of Anti-Predatory Lending Law/Effective Date
Category under Applicable Anti-Predatory Lending Law
New Mexico
Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of February 26, 2004
Home Loan
North Carolina
Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)
Consumer Home Loan
South Carolina
South Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
Consumer Home Loan






SCHEDULE A

REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES
 
Public Certificates

Class
Moody’s
S&P
A-1
Aaa
AAA
A-2
Aaa
AAA
A-3
Aa1
AAA
M-1
Aa2
AA
M-2
A1
A+
M-3
A2
A
B-1
A3
A-
B-2
Baa1
BBB+
B-3
Baa2
BBB
B-4
Baa3
BBB-
     
None of the above ratings has been lowered, qualified or withdrawn since the dates of issuance of such ratings by the Rating Agencies.
 
Private Certificates

Class
S&P
Moody’s
B-5
Ba2
BB
C
Not Rated
Not Rated
P
Not Rated
Not Rated
R-1
Not Rated
Not Rated
R-2
Not Rated
Not Rated
R-3
Not Rated
Not Rated
RX
Not Rated
Not Rated

 




EXHIBIT M

[Reserved]







EXHIBIT N

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
 
Definitions
Primary Servicer - transaction party having borrower contact
Master Servicer - aggregator of pool assets
Securities Administrator - waterfall calculator
Back-up Servicer - named in the transaction (in the event a Back up Servicer becomes the Primary Servicer, follow Primary Servicer obligations)
Custodian - safe keeper of pool assets
Trustee - fiduciary of the transaction

Note: The definitions above describe the essential function that the party performs, rather than the party’s title. So, for example, in a particular transaction, the trustee may perform the “paying agent” and “securities administrator” functions, while in another transaction, the securities administrator may perform these functions.

Where there are multiple checks for criteria the attesting party will identify in their management assertion that they are attesting only to the portion of the distribution chain they are responsible for in the related transaction agreements.

Key: X - obligation
[X] - under consideration for obligation

 
Reg AB Reference
Servicing Criteria
Primary Servicer
Master Servicer
Securities Admin
Custodian
Trustee (nominal)
 
General Servicing Considerations
         
1122(d)(1)(i)
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
X
X
X
   
1122(d)(1)(ii)
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
X
X
     
1122(d)(1)(iii)
Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.
         
1122(d)(1)(iv)
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
X
X
     
 
Cash Collection and Administration
         
1122(d)(2)(i)
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
X
X
X
   
1122(d)(2)(ii)
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
X
X
X
   
1122(d)(2)(iii)
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
X
X
X
   
1122(d)(2)(iv)
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
X
X
X
   
1122(d)(2)(v)
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
X
X
X
   
1122(d)(2)(vi)
Unissued checks are safeguarded so as to prevent unauthorized access.
X
 
X
   
1122(d)(2)(vii)
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
X
X
X
   
 
Investor Remittances and Reporting
         
1122(d)(3)(i)
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer.
X
X
X
   
1122(d)(3)(ii)
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
X
X
X
   
1122(d)(3)(iii)
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
X
X
X
   
1122(d)(3)(iv)
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
X
X
X
   
 
Pool Asset Administration
         
1122(d)(4)(i)
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
X
   
X
 
1122(d)(4)(ii)
Pool assets and related documents are safeguarded as required by the transaction agreements
X
   
X
 
1122(d)(4)(iii)
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
X
 
X
   
1122(d)(4)(iv)
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
X
       
1122(d)(4)(v)
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
X
       
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
X
X
     
1122(d)(4)(vii)
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
X
X
     
1122(d)(4)(viii)
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
X
       
1122(d)(4)(ix)
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
X
       
1122(d)(4)(x)
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.
X
       
1122(d)(4)(xi)
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
X
       
1122(d)(4)(xii)
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
X
       
1122(d)(4)(xiii)
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
X
       
1122(d)(4)(xiv)
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
X
X
     
1122(d)(4)(xv)
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. (In this transaction there is no external enhancement or other support.)
X
 
X
   

 






EXHIBIT O

FORM 10-D, FORM 8-K AND FORM 10-K
REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party shall be primarily responsible for reporting the information to the party identified as responsible for preparing the Securities Exchange Act Reports pursuant to Section 4.18 of the Pooling and Servicing Agreement.

Under Item 1 of Form 10-D: a) items marked “Monthly Statements to Certificateholders” are required to be included in the periodic Distribution Date statement under Section 6.06, provided by the Securities Administrator based on information received from the party providing such information; and b) items marked “Form 10-D report” are required to be in the Form 10-D report but not the Monthly Statements to Certificateholders, provided by the party indicated. Information under all other Items of Form 10-D is to be included in the Form 10-D report. All such information and any other Items on Form 8-K and Form 10-D set forth in this Exhibit shall be sent to the Securities Administrator and the Depositor.

Form
Item
Description
Servicers
Master Servicer
Securities Administrator
Custodian
Trustee
(nominal)
Depositor
Sponsor
10-D
Must be filed within 15 days of the distribution date for the asset-backed securities.
       
1
Distribution and Pool Performance Information
             
Item 1121(a) - Distribution and Pool Performance Information
             
(1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period.
   
X
 
(Monthly Statements to Certificateholders)
       
(2) Cash flows received and the sources thereof for distributions, fees and expenses.
   
X
 
(Monthly Statements to Certificateholders)
       
(3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including:
   
X
 
(Monthly Statements to Certificateholders)
       
(i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses.
   
X
 
(Monthly Statements to Certificateholders)
       
(ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments.
   
X
 
(Monthly Statements to Certificateholders)
       
(iii) Principal, interest and other distributions accrued and paid on the asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers.
   
X
 
(Monthly Statements to Certificateholders)
       
(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow.
   
X
 
(Monthly Statements to Certificateholders)
       
(4) Beginning and ending principal balances of the asset-backed securities.
   
X
 
(Monthly Statements to Certificateholders)
       
(5) Interest rates applicable to the pool assets and the asset-backed securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional groups or incremental ranges.
   
X
 
(Monthly Statements to Certificateholders)
       
(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period.
   
X
 
(Monthly Statements to Certificateholders)
       
(7) Any amounts drawn on any credit enhancement or other support identified in Item 1114 of Regulation AB, as applicable, and the amount of coverage remaining under any such enhancement, if known and applicable.
   
X
 
(Monthly Statements to Certificateholders)
       
(8) Number and amount of pool assets at the beginning and ending of each period, and updated pool composition information, such as weighted average coupon, weighted average remaining term, pool factors and prepayment amounts.
   
X
 
(Monthly Statements to Certificateholders)
   
Updated pool composition information fields to be as specified by Depositor from time to time
 
(9) Delinquency and loss information for the period.
X
X
X
 
(Monthly Statements to Certificateholders)
       
In addition, describe any material changes to the information specified in Item 1100(b)(5) of Regulation AB regarding the pool assets. (methodology)
X
           
(10) Information on the amount, terms and general purpose of any advances made or reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements.
X
X
X
 
(Monthly Statements to Certificateholders)
       
(11) Any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time.
X
X
X
 
(Monthly Statements to Certificateholders)
       
(12) Material breaches of pool asset representations or warranties or transaction covenants.
X
X
X
 
(if agreed upon by the parties)
   
X
 
(13) Information on ratio, coverage or other tests used for determining any early amortization, liquidation or other performance trigger and whether the trigger was met.
   
X
 
(Monthly Statements to Certificateholders)
       
(14) Information regarding any new issuance of asset-backed securities backed by the same asset pool,
         
X
 
information regarding any pool asset changes (other than in connection with a pool asset converting into cash in accordance with its terms), such as additions or removals in connection with a prefunding or revolving period and pool asset substitutions and repurchases (and purchase rates, if applicable), and cash flows available for future purchases, such as the balances of any prefunding or revolving accounts, if applicable.
X
X
X
   
X
 
Disclose any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets.
         
X
X
Item 1121(b) - Pre-Funding or Revolving Period Information
 
Updated pool information as required under Item 1121(b).
         
X
 
2
Legal Proceedings
             
Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities:
             
Sponsor (Seller)
           
X
Depositor
         
X
 
Trustee
             
Issuing entity
         
X
 
Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers
X
X
         
Securities Administrator
   
X
       
Originator of 20% or more of pool assets as of the Cut-off Date
         
X
 
Custodian
     
X
     
3
Sales of Securities and Use of Proceeds
             
Information from Item 2(a) of Part II of Form 10-Q:
 
With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered.
         
X
 
4
Defaults Upon Senior Securities
             
Information from Item 3 of Part II of Form 10-Q:
 
Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice)
   
X
       
5
Submission of Matters to a Vote of Security Holders
             
Information from Item 4 of Part II of Form 10-Q
   
X
       
6
Significant Obligors of Pool Assets
             
Item 1112(b) - Significant Obligor Financial Information*
         
X
 
*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.
             
7
Significant Enhancement Provider Information
             
Item 1114(b)(2) - Credit Enhancement Provider Financial Information*
             
Determining applicable disclosure threshold
   
X
       
Requesting required financial information or effecting incorporation by reference
   
X
       
Item 1115(b) - Derivative Counterparty Financial Information*
             
Determining current maximum probable exposure
         
X
 
Determining current significance percentage
   
X
       
Requesting required financial information or effecting incorporation by reference
   
X
       
*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.
             
8
Other Information
             
Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported
The Responsible Party for the applicable Form 8-K item as indicated below.
9
Exhibits
             
Distribution report
   
X
       
Exhibits required by Item 601 of Regulation S-K, such as material agreements
         
X
 
8-K
Must be filed within four business days of an event reportable on Form 8-K.
       
1.01
Entry into a Material Definitive Agreement
             
Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.
 
Examples: servicing agreement, custodial agreement.
 
Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus
X
X
X 
   
X 
X
1.02
Termination of a Material Definitive Agreement
X
X
X 
   
X
X 
Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.
 
 
Examples: servicing agreement, custodial agreement.
             
1.03
Bankruptcy or Receivership
             
Disclosure is required regarding the bankruptcy or receivership, if known to the Master Servicer, with respect to any of the following:
 
Sponsor (Seller), Depositor, Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers, Certificate Administrator, Trustee, significant obligor, credit enhancer (10% or more), derivatives counterparty, Custodian
X
X
X 
X
 
X 
X
2.04
Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
             
Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.
 
Disclosure will be made of events other than waterfall triggers which are disclosed in the Monthly Statement to Certificateholders
 
X
X
       
3.03
Material Modification to Rights of Security Holders
             
Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement
   
X
   
X
 
5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
             
Disclosure is required of any amendment “to the governing documents of the issuing entity”
         
X
 
5.06
Change in Shell Company Status
             
[Not applicable to ABS issuers]
         
X
 
6.01
ABS Informational and Computational Material
             
[Not included in reports to be filed under Section 3.18]
         
X
 
6.02
Change of Servicer or Trustee
             
Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers, certificate administrator or trustee.
X
X
X
   
X
 
 
Reg AB disclosure about any new servicer is also required.
X
           
Reg AB disclosure about any new trustee is also required.
       
X (to the extent of a new trustee)
   
Reg AB disclosure about any new securities administrator is also required.
   
X
       
6.03
Change in Credit Enhancement or Other External Support [In this transaction there is no external enhancement or other support.]
             
Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives.
   
X
   
X
 
 
Reg AB disclosure about any new enhancement provider is also required.
   
X
   
X
 
6.04
Failure to Make a Required Distribution
   
X
       
6.05
Securities Act Updating Disclosure
             
If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.
         
X
 
If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.
         
X
 
7.01
Regulation FD Disclosure
X
X
X
X
 
X
 
8.01
Other Events
             
Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to security holders.
         
X
 
9.01
Financial Statements and Exhibits
The Responsible Party applicable to reportable event.
10-K
Must be filed within 90 days of the fiscal year end for the registrant.
       
9B
Other Information
             
   
Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported
The Responsible Party for the applicable Form 8-K item as indicated above.
 
15
Exhibits and Financial Statement Schedules
             
Item 1112(b) - Significant Obligor Financial Information
         
X
 
Item 1114(b)(2) - Credit Enhancement Provider Financial Information
             
Determining applicable disclosure threshold
   
X
       
Requesting required financial information or effecting incorporation by reference
   
X
       
Item 1115(b) - Derivative Counterparty Financial Information
             
Determining current maximum probable exposure
         
X
 
   
Determining current significance percentage
   
X
       
Requesting required financial information or effecting incorporation by reference
   
X
       
Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities:
             
Sponsor (Seller)
           
X
Depositor
         
X
 
Trustee
             
Issuing entity
         
X
 
Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers
X
X
         
Securities Administrator
   
X
       
Originator of 20% or more of pool assets as of the Cut-off Date
         
X
 
Custodian
     
X
     
Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders:
             
Sponsor (Seller)
           
X
Depositor
         
X
 
Trustee
             
Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers
X
X
         
Securities Administrator
   
X
       
Originator
         
X
 
Custodian
     
X
     
Credit Enhancer/Support Provider
         
X
 
Significant Obligor
         
X
 
Item 1122 - Assessment of Compliance with Servicing Criteria
X
X
X
X
     
Item 1123 - Servicer Compliance Statement
X
X
         






EXHIBIT P

ADDITIONAL DISCLOSURE NOTIFICATION
 
Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179
Fax: (212) 272-2000
E-mail: regabnotifications@bear.com
 
Wells Fargo Bank, N.A. as Securities Administrator
9062 Old Annapolis Road
Columbia, Maryland 21045
Fax: (410) 715-2380
E-mail: cts.sec.notifications@wellsfargo.com
 
Attn: Corporate Trust Services - BSABS I 2006-AC4-SEC REPORT PROCESSING
 
RE: **Additional Form [ ] Disclosure**Required
 
Ladies and Gentlemen:
 
In accordance with Section 4.18 of the Pooling and Servicing Agreement, dated as of June 1, 2006, among EMC Mortgage Corporation, as Seller and Company, Wells Fargo Bank, National Association, as Master Servicer and Securities Administrator and U.S. Bank National Association as Trustee. The Undersigned, as Securities Administrator, hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form [     ].
 
Description of Additional Form [     ] Disclosure:
 

 
List of Any Attachments hereto to be included in the Additional Form [     ] Disclosure:
 

 
Any inquiries related to this notification should be directed to [     ], phone number: [     ]; email address: [     ].
 

 
 
[NAME OF PARTY]
as [role]
     
 
By:
 
 
Name:
 
 
Title:
 

 



EXHIBIT Q-1
 
AMERICAN HOME SERVICING AGREEMENT


 

EMC MORTGAGE CORPORATION
Purchaser,

AMERICAN HOME MORTGAGE CORP. 
Company,

AMERICAN HOME MORTGAGE SERVICING, INC.
Servicer,

PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of March 1, 2006

 

(Fixed and Adjustable Rate Mortgage Loans)







 

This is a Purchase, Warranties and Servicing Agreement, dated as of March 1, 2006 and is executed by and among EMC MORTGAGE CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the "Purchaser"), American Home Mortgage Corp., with offices located at 538 Broadhollow Road, Melville, New York 11747 (the "Company"), and American Home Mortgage Servicing, Inc., with offices located at 4600 Regent Boulevard, Suite 200, Irving, Texas 75063 (the "Servicer").

W I T N E S S E T H :

WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;

WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed to the related Term Sheet; and

WHEREAS, the Purchaser, the Company and the Servicer wish to prescribe the representations and warranties of the Company and the Servicer with respect to themselves, respectively, and the Mortgage Loans and the management and servicing of the Mortgage Loans;

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:






ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meaning specified in this Article:

Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.

Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.

Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.

Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the requirements of the Company and Fannie Mae.

Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or transfer of the Mortgage Loan.
 
BIF: The Bank Insurance Fund, or any successor thereto.

Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York, or (iii) a day on which banks in the State of New York are authorized or obligated by law or executive order to be closed.

Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
 
Code: The Internal Revenue Code of 1986, or any successor statute thereto.

Commission or SEC: The Securities and Exchange Commission.

Company: American Home Mortgage Corp., its successors in interest and assigns, as permitted by this Agreement.

Company's Officer's Certificate: A certificate signed by the President, the Executive Vice President or Treasurer of Company stating the date by which Company expects to receive any missing documents sent for recording from the applicable recording office.

Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

Confirmation: The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.

Consumer Information:  Information including, but not limited to, all personal information about Mortgagors that is supplied to the Purchaser by or on behalf of the Company.

Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating to the stock allocated to the related dwelling unit.

Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.

Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the Company (by an appraiser who met the requirements of the Company and Fannie Mae) at the request of a Mortgagor for the purpose of canceling a Primary Mortgage Insurance Policy in accordance with federal, state and local laws and regulations or otherwise made at the request of the Company or Mortgagor.

Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current Appraised Value of the Mortgaged Property.

Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be entitled "[_____________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
 
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns, as custodian for the Purchaser.

Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

Delinquency Recognition Policies: The generally accepted industry standard that defines the proper means of reporting delinquency status (such as MBA versus OTS reporting methodology) and the processing standard for addressing residential mortgage loans of the same type as the Mortgage Loans at various stages throughout default (such as Fannie Mae Guide or FHLMC Guide standards). 

Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.

Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day) of the month of the related Remittance Date.

Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace, which is the first day of the month.

Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month of such Remittance Date and ending on the first day of the month of the Remittance Date.

Eligible Account: An account established and maintained: (i) within FDIC insured accounts created, maintained and monitored by the Servicer so that all funds deposited therein are fully insured, or (ii) as a trust account with the corporate trust department of a depository institution or trust company organized under the laws of the United States of America or any one of the states thereof or the District of Columbia which is not affiliated with the Company or the Servicer (or any sub-servicer) or (iii) with an entity which is an institution whose deposits are insured by the FDIC, the unsecured and uncollateralized long-term debt obligations of which shall be rated “A2” or higher by Standard & Poor’s and “A” or higher by Fitch, Inc. or one of the two highest short-term ratings by any applicable Rating Agency, and which is either (a) a federal savings association duly organized, validly existing and in good standing under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking laws of any state, (c) a national banking association under the federal banking laws, or (d) a principal subsidiary of a bank holding company, or (iv) if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans shall be fully protected against the claims of any creditors of the Company or the Servicer (or any sub-servicer) and of any creditors or depositors of the institution in which such account is maintained or (v) in a separate non-trust account without FDIC or other insurance in an Eligible Institution. In the event that a Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the Servicer shall provide the Purchaser with written notice on the Business Day following the date on which the applicable institution fails to meet the applicable ratings requirements.

Eligible Institution: An institution having (i) the highest short-term debt rating, and one of the two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt ratings of each Rating Agency.

Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).

Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be entitled "__________________, in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.

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

Fannie Mae: The Federal National Mortgage Association, or any successor thereto.

Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions thereto.

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

FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.

FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.

Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.

FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.

First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in which the related Closing Date occurs.

GAAP: Generally accepted accounting principles, consistently applied.

HUD: The United States Department of Housing and Urban Development or any successor thereto.

Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the interest rate thereon.

Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum increase or decrease in the Mortgage Interest Rate on the first Adjustment Date.

Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over the term of such Mortgage Loan.

Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property as of the Origination Date with respect to a Refinanced Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged Property as of the Origination Date or the purchase price of the Mortgaged Property with respect to all other Mortgage Loans.

Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in each related Mortgage Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.

Master Servicer: With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related transaction documents.

Monthly Advance: The aggregate of the advances made by the Servicer on any Remittance Date pursuant to Section 5.03.

Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor under the related Mortgage Note.

Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note.

Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A hereto and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.

Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.

Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.

Mortgage Loan Documents: The documents listed in Exhibit A.

Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate.

Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such schedule setting forth the following information with respect to each Mortgage Loan in the related Mortgage Loan Package:
 

 
(1)
the Company's Mortgage Loan identifying number;
     
 
(2)
the Mortgagor's first and last name;
     
 
(3)
the street address of the Mortgaged Property including the city, state and zip code;
     
 
(4)
a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;
     
 
(5)
the type of residential property constituting the Mortgaged Property;
     
 
(6)
the original months to maturity of the Mortgage Loan;
     
 
(7)
the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule;
     
 
(8)
the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;
     
 
(9)
the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the Lifetime Rate Cap;
     
 
(10)
the Origination Date of the Mortgage Loan;
     
 
(11)
the stated maturity date;
     
 
(12)
the amount of the Monthly Payment at origination;
     
 
(13)
the amount of the Monthly Payment as of the related Cut-off Date;
     
 
(14)
the original principal amount of the Mortgage Loan;
     
 
(15)
the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date, after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;
     
 
(16)
a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out refinance);
     
 
(17)
a code indicating the documentation style (i.e. full, alternative, etc.);
     
 
(18)
the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment has been received after the month of its scheduled due date;
     
 
(19)
the date on which the first payment is or was due;
     
 
(20)
a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the name of the related insurance carrier;
     
 
(21)
a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;
     
 
(22)
the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage Loan.
     
 
(23)
product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
     
 
(24)
credit score and/or mortgage score, if applicable;
     
 
(25)
[reserved];
     
 
(26)
a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;
     
 
(27)
the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
     
 
(28)
whether such Mortgage Loan is a “Home Loan”, “Covered Home Loan”, “Manufactured Housing” or “Home Improvement Loan” as defined in the New Jersey Home Ownership Security Act of 2002; and
     
 
(29)
whether the Mortgage Loan has a mandatory arbitration clause.

 
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the related Term Sheet shall set forth the following information, as of the related Cut-off Date:

(1) the number of Mortgage Loans;

(2) the current aggregate outstanding principal balance of the Mortgage Loans;

(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;

(4) the weighted average maturity of the Mortgage Loans; and

(5)  the weighted average months to next Adjustment Date.
 
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single parcel of real estate considered to be real estate under the laws of the state in which such real property is located which may include condominium units and planned unit developments, improved by a residential dwelling; except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, a leasehold estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.

Mortgagor: The obligor on a Mortgage Note.

Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made or proposed to be made by the Servicer pursuant to this Agreement, that, in the good faith judgment of the Servicer, will not or, in the case of a proposed advance, would not, be ultimately recoverable by it from the related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.

OCC: Office of the Comptroller of the Currency, or any successor thereto.

Officers' Certificate: A certificate signed by the President, an Executive Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Person on behalf of whom such certificate is being delivered to the Purchaser as required by this Agreement.

Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is being given, reasonably acceptable to the Purchaser.

Origination Date: The date on which a Mortgage Loan funded, which date shall not, in connection with a Refinanced Mortgage Loan, be the date of the funding of the debt being refinanced, but rather the closing of the debt currently outstanding under the terms of the Mortgage Loan Documents.

OTS: Office of Thrift Supervision, or any successor thereto.

Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.

Permitted Investments: Any one or more of the following obligations or securities:

(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America;

 
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institu-tion or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;

 
(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above;

 
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof that are rated in one of the two highest rating categories by each Rating Agency at the time of such in-vestment or contractual commitment providing for such investment; provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investments therein will cause the then outstanding principal amount of secur-ities issued by such corporation and held as Permitted Investments to exceed 10% of the aggregate outstand-ing principal balances of all of the Mortgage Loans and Permitted Investments;

 
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obliga-tions payable on demand or on a specified date not more than one year after the date of issuance there-of) which are rated in one of the two highest rating categories by each Rating Agency at the time of such investment;

 
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to each Rating Agency as evidenced in writing by each Rating Agency; and

 
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United States of America or any agency or instru-ment-al-ity of the United States of America the obligations of which are backed by the full faith and credit of the United States of America (which may include repurchase obligations secured by collateral described in clause (i)) and other securities and which money market funds are rated in one of the two highest rating categories by each Rating Agency.

provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to receive only interest payments with respect to the ob-li-ga-tions underlying such instrument or if such security provides for payment of both principal and interest with a yield to matur-ity in excess of 120% of the yield to maturity at par or if such investment or security is purchased at a price greater than par.

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

Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.

Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a Principal Prepayment during the related Prepayment Period, an amount equal to the excess of one month’s interest at the applicable Mortgage Loan Remittance Rate on the amount of such Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.

Prepayment Period: With respect to any Remittance Date, the calendar month preceding the month in which such Remittance Date occurs.

Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.

Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street Journal (Northeast Edition).

Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in advance of its scheduled Due Date, including any Prepayment Charge and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Purchase Price: As defined in Section 2.02.

Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.

Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct or indirect in the related Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and the regulations promulgated thereunder and the requirements of Fannie Mae, all as in effect on the date the Mortgage Loan was originated.

Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.

Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the related Mortgaged Property is located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided, approved as an insurer by Fannie Mae or FHLMC.

Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities, if any.
 
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.

REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through 860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to time.

Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day.

REO Disposition: The final sale by the Servicer of any REO Property.

REO Disposition Proceeds: Amounts received by the Servicer in connection with a related REO Disposition.

REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Purchaser as described in Section 4.13.

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the greater of 100% or the percentage of par as stated in the Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on the repurchase date, plus (ii) interest on such outstanding principal balance at the Mortgage Loan Remittance Rate from the last date through which interest has been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) third party expenses reasonably incurred in connection with the transfer of the Mortgage Loan being repurchased; less amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.

SAIF: The Savings Association Insurance Fund, or any successor thereto.

Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the Mortgagor to acquire the related Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.

Securities Act: The Securities Act of 1933, as amended.

Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

Servicer: American Home Mortgage Servicing, Inc., its successors in interest and assigns, as permitted by this Agreement.

Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) incurred in the performance by the Servicer of its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Servicer specifies the Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request, provides documentation supporting such expense (which documentation would be acceptable to Fannie Mae), and provided further that any such enforcement, administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the Company or the Servicer hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any expenses reasonably sustained by the Servicer with respect to the liquidation of the Mortgaged Property in accordance with the terms of this Agreement and (f) compliance with the obligations under Section 4.08.

Servicing Criteria: As of any date of determination, the “servicing criteria” set forth in Item 1122(d) of Regulation AB, or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit M for convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit M and the text of Item 1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually agreed to by the Purchaser, the Servicer and any Person that will be responsible for signing any Sarbanes Certification with respect to a Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).

Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Servicer, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment collected by the Servicer, or as otherwise provided under Section 4.05 and in accordance with the Fannie Mae Guide(s). Any fee payable to the Servicer for administrative services related to any REO Property as described in Section 4.13 shall be payable from Liquidation Proceeds of the related REO Property.

Servicing Fee Rate: As set forth in the Term Sheet.

Servicing File: With respect to each Mortgage Loan, the file retained by the Servicer consisting of originals of all documents in the Mortgage File which are not delivered to the Purchaser and copies of the Mortgage Loan Documents listed in Exhibit A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.

Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished by the Servicer to the Purchaser upon request, as such list may from time to time be amended.

Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received, minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries of principal or advances in lieu thereof.

Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.

Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicer or a Subservicer.

Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB. Any subservicer shall meet the qualifications set forth in Section 4.01.

Subservicing Agreement: An agreement between the Servicer and a Subservicer, if any, for the servicing of the Mortgage Loans.

Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be executed and delivered by the Company, the Servicer and the Purchaser to provide for the sale and servicing pursuant to the terms of this Agreement of the Mortgage Loans listed on Schedule I attached thereto, which supplemental agreement shall contain certain specific information relating to such sale of such Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.

Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the Company.
 

 


ARTICLE II

PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS

Section 2.01 Agreement to Purchase.

The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate Stated Principal Balance on the related Cut-off Date set forth in the related Term Sheet in an amount as set forth in the Confirmation, or in such other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Servicer. The Company shall deliver the related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to be purchased on the related Closing Date to the Purchaser at least two (2) Business Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.

Section 2.02 Purchase Price.

The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the Confirmation (subject to adjustment as provided therein), multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage Loan listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected.

In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds.

Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Company or the Servicer or any successor servicer after the related Cut-off Date shall belong to the Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The Servicer shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Servicer to the Purchaser.

Section 2.03 Servicing of Mortgage Loans.

Simultaneously with the execution and delivery of each Term Sheet, the Servicer does hereby agree to directly service the Mortgage Loans listed on the related Mortgage Loan Schedule attached to the related Term Sheet subject to the terms of this Agreement and the related Term Sheet. The rights of the Purchaser to receive payments with respect to the related Mortgage Loans shall be as set forth in this Agreement.

Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.

As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Servicer shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Servicer is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Servicer is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company and the Servicer shall be received and held by the Company and the Servicer, as applicable, in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Servicer shall be appropriately identified in the Servicer's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Servicer shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Servicer's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Section 2.05  Books and Records.

The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans that shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local laws, rules and regulations, and requirements of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by Fannie Mae or FHLMC, and periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche.

The Servicer shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.

In addition to the foregoing, Company and the Servicer shall provide to any supervisory agents or examiners that regulate Purchaser, including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable advance notice to Company or the Servicer, as applicable, and without cost to Company or the Servicer, as applicable, or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be required by any applicable regulator.

Section 2.06. Transfer of Mortgage Loans.

The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company and the Servicer shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company or the Servicer, as applicable, in accordance with this Section 2.06 and the books and records of the Servicer show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company and the Servicer, as applicable, unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company and the Servicer, as applicable. The Purchaser also shall advise the Company and the Servicer, as applicable, of the transfer. Upon receipt of notice of the transfer, the Company and the Servicer shall mark their respective books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Section 2.07 Delivery of Mortgage Loan Documents.

The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance with the terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3) Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto, together with all other documents executed in connection with the Mortgage Loan that Company may have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon receipt thereof and in any case not later than 120 days from the related Closing Date, deliver such original documents, including original recorded documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 120 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, Company shall deliver such document to Purchaser, or its designee, within such time period as specified in a Company's Officer's Certificate. In the event that documents have not been received by the date specified in the Company's Officer's Certificate, a subsequent Company's Officer's Certificate shall be delivered by such date specified in the prior Company's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. If delivery is not completed within 180 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Company shall continue to use its best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not delivered by the 270th day from the date of the related Closing Date, the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof.

The Company shall pay all initial recording fees, if any, for the assignments of mortgage and any other fees in connection with the transfer of all original documents to the Purchaser or its designee. Company shall prepare, in recordable form, all assignments of mortgage necessary to assign the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for recording the assignments of mortgage.

Company shall provide an original or duplicate original of the title insurance policy to Purchaser or its designee within ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office.

Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's obligations hereunder.

If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Company which may be given in the exception report or the certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage Loan in accordance with Section 3.03.

The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation.

From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee. Purchaser shall, or shall cause its designee, upon the written request of the Company, within ten (10) Business Days, deliver to the Company, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser. Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage, or misplacement of any documentation delivered to Company pursuant to this paragraph.

Section 2.08 Quality Control Procedures.

Each of the Company and the Servicer must have an internal quality control program that, among other things, verifies, on a regular basis, the existence and accuracy of the legal documents, credit documents, property appraisals, and underwriting decisions. These programs must be capable of evaluating and monitoring the overall quality of the Company’s and the Servicer’s respective loan production and servicing activities. These programs is to ensure that the Mortgage Loans are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults

In the event any Principal Prepayment is made by a Mortgagor on or prior to three months after the related Closing Date, the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such Principal Prepayment. Such remittance shall be made by the Company to Purchaser no later than the third Business Day following receipt of such Principal Prepayment by the Company or the Servicer.

In the event either of the first three (3) scheduled Monthly Payments which are due the Purchaser under any Mortgage Loan after the related Cut-off Date are not made during the month in which such Monthly Payments are due, then not later than five (5) Business Days after notice to the Company by Purchaser (and at Purchaser’s sole option), the Company, shall repurchase such Mortgage Loan from the Purchaser pursuant to the repurchase provisions contained in this Section 3.03.


Section 2.10  Modification of Obligations. 

Purchaser may, without any notice to Company or the Servicer, extend, compromise, renew, release, change, modify, adjust or alter, by operation of law or otherwise, any of the obligations of the Mortgagors or other persons obligated under a Mortgage Loan without releasing or otherwise affecting the obligations of Company and the Servicer under this Agreement, or with respect to such Mortgage Loan, except to the extent Purchaser’s extension, compromise, release, change, modification, adjustment, or alteration affects the Company’s or the Servicer’s ability to collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the extent such action has such effect.




 
ARTICLE III

REPRESENTATIONS AND WARRANTIES OF
THE COMPANY AND THE SERVICER;
REPURCHASE; REVIEW OF MORTGAGE LOANS

Section 3.01 Representations and Warranties of the Company and the Servicer.

Each of the Company and the Servicer, to the extent set forth in this Section 3.01, hereby represent, warrant and covenant to the Purchaser that, as of the related Closing Date or as of such date specifically provided herein:

(a) Each of the Company and the Servicer are a corporation, duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation and have all licenses necessary to carry out their respective business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Company or the Servicer by any such state, and in any event each of the Company and the Servicer are in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
 
(b) Each of the Company and the Servicer have the full corporate power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and delivered this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this Agreement and the related Term Sheet and each Assignment to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the Company and the Servicer, as applicable, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Company and the Servicer to make this Agreement and the related Term Sheet and all agreements contemplated hereby valid and binding upon the Company and the Servicer, as applicable, in accordance with their terms;

(c) Neither the execution and delivery of this Agreement and the related Term Sheet by the Company and the Servicer, nor the origination or purchase of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet, will conflict with any of the terms, conditions or provisions of the Company's and the Servicer’s, as applicable, charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Company or the Servicer, as applicable, is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Company or the Servicer, or their respective properties are subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.

(d) There is no litigation, suit, proceeding or investigation pending or, to the best of Company’s or the Servicer’s, as applicable, knowledge, threatened, or any order or decree outstanding, with respect to the Company or the Servicer, as applicable, which, either in any one instance or in the aggregate, is reasonably likely to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Company and the Servicer, as applicable.

(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Company or the Servicer, as applicable, of or compliance by the Company or the Servicer with this Agreement or the related Term Sheet, or the sale of the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;

(f) The consummation of the transactions contemplated by this Agreement or the related Term Sheet is in the ordinary course of business of the Company and Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

(g) The origination and servicing practices used by the Company or the Servicer, as applicable, and any prior originator or servicer with respect to each Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents, and in all material respects proper and prudent in the mortgage origination and servicing business. Each Mortgage Loan has been serviced by the Servicer in all material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that the Servicer, on behalf of an investor, is entitled to collect, all such payments are in the possession of, or under the control of, the Servicer, and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note;

(h) The Company used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;

(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes;

(j) The Company is an approved seller of residential mortgage loans for Fannie Mae, FHLMC and HUD. The Company is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital requirements set forth by the OCC, and is in good standing to sell mortgage loans to Fannie Mae and FHLMC and no event has occurred which would make Company unable to comply with eligibility requirements or which would require notification to either Fannie Mae or FHLMC. The Servicer is an approved servicer of residential mortgage loans for Fannie Mae, FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Servicer is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital requirements set forth by the OCC, and is in good standing to service mortgage loans for Fannie Mae and FHLMC and no event has occurred which would make Servicer unable to comply with eligibility requirements or which would require notification to either Fannie Mae or FHLMC;

(k) Neither the Company nor the Servicer believe, nor do they have any cause or reason to believe, that they cannot perform each and every one of their respective covenants contained in this Agreement or the related Term Sheet. The Company is solvent and the sale of the Mortgage Loans will not cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the Company's creditors;

(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Company pursuant to this Agreement or the related Term Sheet or in connection with the transactions contemplated hereby, contains or will contain any statement that is inaccurate or misleading in any material respect;

(m)  The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the Servicer, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received by Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet constitutes fair consideration for the Mortgage Loans under current market conditions.

(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years. All such financial information fairly presents the pertinent results of operations and financial position for the period identified and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the servicing policies and procedures of the Servicer, business, operations, financial condition, properties or assets of the Company or the Servicer since the date of the financial statements referenced hereunder that would have a material adverse effect on its ability to perform its obligations under this Agreement;

(o) The Company has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans;

(p) As of the date of each Securitization Transaction, and except as has been otherwise disclosed to the Purchaser, any Master Servicer and any Depositor: (1) no default or servicing related performance trigger has occurred as to any other securitization due to any act or failure to act of the Company or the Servicer; (2) no material noncompliance with applicable servicing criteria as to any other securitization has occurred, been disclosed or reported by the Company or the Servicer; (3) neither the Company nor the Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (4) no material changes to the Company’s or the Servicer’s servicing policies and procedures for similar loans has occurred in the preceding three years; (5) there are no aspects of the Company’s or the Servicer’s financial condition that could have a material adverse impact on the performance by the Company or the Servicer, as applicable, of its obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against the Company or the Servicer that could be material to investors in the securities issued in such Securitization Transaction; and (7) there are no affiliations, relationships or transactions relating to the Company or the Servicer of a type that are described under Item 1119 of Regulation AB;

(q) If so requested by the Purchaser or any Depositor on any date, the Company and the Servicer shall, within five (5) Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in Section 3.01(p) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party;

(r) Notwithstanding anything to the contrary in the Agreement, the Company and the Servicer shall (or shall cause each Subservicer and Third-Party Originator to) (i) immediately notify the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Company, the Servicer, any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company, the Servicer, any Subservicer or any Third-Party Originator and any of the parties specified in clause (7) of paragraph (p) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company or the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.

All notification pursuant to this Section 3.01(r) should be sent by e-mail transmission to regABnotifications@bear.com, and additionally as specified below.

All notification pursuant to this Section 3.01(r), other than those pursuant to Section 3.01(r)(i)(A), should be sent to:

EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com

With a copy to:

Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY 10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564

Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:

EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX 75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555

With copies to:

Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY 10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564

EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com

(s) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Purchaser, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Purchaser, any Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Purchaser, any Master Servicer and such Depositor, all information reasonably requested by the Purchaser, any Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

Section 3.02 Representations and Warranties as to Individual Mortgage Loans.

References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated Principal Balances of the Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence). Each of the Company and the Servicer (but with respect to the Servicer, only to the extent expressly set forth in this Section 3.02), hereby represent and warrant to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:

   (a) The information set forth in the Mortgage Loan Schedule attached to the related Term Sheet is true, complete and correct in all material respects as of the related Cut-Off Date;

(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first priority ownership interest in an estate in fee simple in real property securing the related Mortgage Note subject to principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights of creditors;

(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made as of the related Closing Date; the Mortgage Loan has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Company has not advanced its own funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan. As of the related Closing Date, all of the Mortgage Loans will have an actual interest paid to date of their related Cut-off Date (or later) and will be due for the scheduled monthly payment next succeeding the Cut-off Date (or later), as evidenced by a posting to Servicer's servicing collection system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the related Closing Date. For purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the Mortgagor in the month such payment was due;

(d) There are no defaults by Company in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due and payable;

(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed except in connection with a modification agreement and which modification agreement is part of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the terms thereof except in connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or modification has been approved by the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to the extent required by the related policies;

(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; and as of the related Closing Date the Mortgagor was not a debtor in any state or federal bankruptcy or insolvency proceeding;

(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by a Qualified Insurer, against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae or FHLMC Guide, as well as all additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard policies are in full force and effect and contain a standard mortgagee clause naming the Company and its successors in interest and assigns as loss payee and such clause is still in effect and all premiums due thereon have been paid. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC requirements, as well as all additional requirements set forth in Section 4.10 of this Agreement. Such policy was issued by a Qualified Insurer. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. None of the Company, the Servicer (nor any prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has impaired or would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either;

(h) Each Mortgage Loan complies with, and the Company has complied with, applicable local, state and federal laws, regulations and other requirements including, without limitation, usury, equal credit opportunity, real estate settlement procedures, the Federal Truth-In-Lending Act, disclosure laws and all predatory and abusive lending laws and consummation of the transactions contemplated hereby, including without limitation, the receipt of interest by the owner of such Mortgage Loan, will not involve the violation of any such laws, rules or regulations. None of the Mortgage Loans are (a) Mortgage Loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994, as amended, or (b) except as may be provided in subparagraph (c) below, classified and/or defined, as a “high cost”, “threshold”, “predatory” “high risk home loan” or “covered” loan (or a similarly classified loan using different terminology under a law imposing additional legal liability for mortgage loans having high interest rates, points and or/fees) under any other state, federal or local law including, but not limited to, the States of Georgia, New York, North Carolina, Arkansas, Kentucky or New Mexico, (c) Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (the “Act”), unless such Mortgage Loan is a (1) “Home Loan” as defined in the Act that is a first lien Mortgage Loan, which is not a “High Cost Home Loan” as defined in the Act or (2) “Covered Home Loan” as defined in the Act that is a first lien purchase money Mortgage Loan, which is not a High Cost Home Loan under the Act, or (d) secured by Mortgaged Property in the Commonwealth of Massachusetts with a loan application date on or after November 7, 2004 that refinances a mortgage loan that is less than sixty (60) months old, unless such Mortgage Loan (1) is on an investment property, (ii) meets the requirements set forth in the Code of Massachusetts Regulation (“CMR”), 209 CMR 53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c). In addition to and notwithstanding anything to the contrary herein, no Mortgage Loan for which the Mortgaged Property is located in New Jersey is a Home Loan as defined in the Act that was made, arranged, or assigned by a person selling either a manufactured home or home improvements to the Mortgaged Property or was made by an originator to whom the Mortgagor was referred by any such seller. Each Mortgage Loan is being (and has been) serviced in accordance with Accepted Servicing Practices and applicable state and federal laws, including, without limitation, the Federal Truth-In-Lending Act and other consumer protection laws, real estate settlement procedures, usury, equal credit opportunity and disclosure laws. Company shall maintain in its possession, available for the Purchaser’s inspection, as appropriate, and shall deliver to the Purchaser or its designee upon demand, evidence of compliance with all such requirements;

(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company waived any default resulting from any action or inaction by the Mortgagor;

(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are referred to in the lender’s title insurance policy delivered to the originator or otherwise considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein, and the Company has the full right to sell and assign the same to the Purchaser;

(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms acceptable to Fannie Mae and FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of Company, the Servicer or the Mortgagor, or on the part of any other party involved in the origination or servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the Purchaser, the Company will retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the Purchaser’s designee in trust only for the purpose of servicing and supervising the servicing of the Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage, were not subject to an assignment, sale or pledge to any person other than Purchaser, and the Company had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to possess, control and monitor the Mortgage Loan, except for the purposes of the Servicer’s servicing the Mortgage Loan as set forth in this Agreement. After the related Closing Date, the Company will not have any right to modify or alter the terms of the sale of the Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;

(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy or insurance acceptable to Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to Fannie Mae or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such lender's title insurance policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the Company's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder or servicer of the related Mortgage, including the Company, nor any Mortgagor, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

(n) Other than a Monthly Payment due but not delinquent (as provided in Section 3.02(c) herein) and in such case, only if specified on the related Mortgage Loan Schedule, there is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default, breach, violation or event permitting acceleration;

(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to or equal to the lien of the related Mortgage;

(p) All improvements subject to the Mortgage which were considered in determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply with all applicable zoning and subdivision laws and ordinances;

(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with, the Company’s underwriting guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth in the related Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder;

(r) The Mortgaged Property is not subject to any material damage. At origination of the Mortgage Loan there was not, since origination of the Mortgage Loan there has not been, and there currently is no proceeding pending for the total or partial condemnation of the Mortgaged Property. The Company has not received notification that any such proceedings are scheduled to commence at a future date;

(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale or attempted sale after default by the Mortgagor;

(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the final approval of the mortgage loan application by a Qualified Appraiser, approved by the Company, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated. The appraisal is in a form acceptable to Fannie Mae or FHLMC;

(v) All parties which have had any legal interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral does not serve as security for any other obligation;

(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with respect to the making of such mortgage loans;

(y) The Mortgage Loan does not contain balloon or "graduated payment" features. No Mortgage Loan is subject to a buydown agreement or contains any buydown provision;

(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors who invest in mortgage loans of the type similar to the Mortgage Loans to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;

(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred and sixty (360) day year. The Mortgage Loans have an original term to maturity of not more than thirty (30) years, with interest payable in arrears on the first day of each month. As to each adjustable rate Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each applicable Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term of each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. None of the Mortgage Loans are “interest-only” Mortgage Loans or “negative amortization” Mortgage Loans. With respect to each adjustable rate Mortgage Loan, each Mort-gage Note requires a monthly payment which is suffi-cient (a) during the period prior to the first adjust-ment to the Mortgage Interest Rate, to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate, and (b) during the period following each Adjust-ment Date, to fully amortize the outstanding principal balance as of the first day of such period over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate. With respect to each adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage Interest Rate changes on an Adjustment Date, the then outstanding principal balance will be reamortized over the remaining life of the Mortgage Loan. No Mortgage Loan contains terms or provi-sions which would result in negative amortization. None of the Mortgage Loans contain a conversion feature which would cause the Mortgage Loan interest rate to convert to a fixed interest rate. None of the Mortgage Loans are considered agricultural loans;

(bb) (INTENTIONALLY LEFT BLANK)

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(ee) (INTENTIONALLY LEFT BLANK)

(ff) (INTENTIONALLY LEFT BLANK)

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(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess of the principal balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the lesser of the Appraised Value or the purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over 95%. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part, by the Purchaser. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy, subject to state and federal law, and to pay all premiums and charges in connection therewith. No action has been taken or failed to be taken, on or prior to the Closing Date which has resulted or will result in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of the Company or the Mortgagor, or for any other reason under such coverage; The mortgage interest rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium. None of the Mortgage Loans are subject to “lender-paid” mortgage insurance;

(ii) The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;

(jj) None of the Mortgage Loans are secured by an interest in a leasehold estate. The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists of a single parcel of real property with a detached single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however, that no residence or dwelling is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or a mobile home. Any condominium unit or planned unit development conforms with the Company’s underwriting guidelines. As of the date of origination, no portion of any Mortgaged Property was used for commercial purposes, and since the Origination Date, no portion of any Mortgaged Property has been, or currently is, used for commercial purposes;

(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in monthly installments of principal and interest, which installments are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with interest calculated and payable in arrears. Each of the Mortgage Loans will amortize fully by the stated maturity date, over an original term of not more than thirty years from commencement of amortization;

(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied under applicable law, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities;

(mm) There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and the Company has not received any notice of any environmental hazard on the Mortgaged Property and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property;

(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;

(oo)  No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to facilitate the trade-in or exchange of a Mortgaged Property;

(pp) The Mortgagor for each Mortgage Loan is a natural person;

(qq) None of the Mortgage Loans are Co-op Loans; 

(rr)  With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated. Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty, such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan;

(ss)  With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged Property securing such Mortgage Loan was at least equal to 80 percent of the original principal balance of such Mortgage Loan at the time such Mortgage Loan was originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage Property and (b) substantially all of the proceeds of such Mortgage Loan were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding sentence, if the Mortgage Loan has been significantly modified other than as a result of a default or a reasonable foreseeable default, the modified Mortgage Loan will be viewed as having been originated on the date of the modification;

(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar institution which is supervised and examined by a federal or state authority;

(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;

(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required notices, and such adjustments do not and will not affect the priority of the Mortgage lien. With respect to each Mortgage Loan which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage;

(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required pursuant to this Agreement to be delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the related Closing Date, delivered to the Purchaser or its designee, or its assignee;

(xx) There is no Mortgage Loan that was originated on or after October 1, 2002 and before March 7, 2003, which is secured by property located in the State of Georgia;

(yy) [reserved];

(zz) No borrower was encouraged or required to select a Mortgage Loan product offered by the Mortgage Loan’s originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, such borrower did not qualify taking into account credit history and debt-to-income ratios for a lower-cost credit product then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator. If, at the time of loan application, the borrower may have qualified for a lower-cost credit product then offered by any mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the borrower’s application to such affiliate for underwriting consideration;

(aaa) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the borrower’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the borrower’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the borrower had a reasonable ability to make timely payments on the Mortgage Loan;
 
(bbb) With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the loan’s origination, the borrower agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the loan’s origination, the borrower was offered the option of obtaining a mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the borrower’s default in making the loan payments;
 
(ccc) No borrower was required to purchase any credit life, disability, accident or health insurance product as a condition of obtaining the extension of credit. No borrower obtained a prepaid single-premium credit life, disability, accident or health insurance policy in connection with the origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used to purchase or finance single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan;
 
(ddd) The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to the Fannie Mae Selling Guide and that for each Mortgage Loan, the Servicer agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off,
 
(eee) [reserved];

(fff) With respect to any Mortgage Loan originated on or after August 1, 2004 and underlying the security, neither the related Mortgage nor the related Mortgage Note requires the borrower to submit to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction;
 
(ggg) No Mortgage Loan is secured by Mortgaged Property in the Commonwealth of Massachusetts with a loan application date on or after November 7, 2004 that refinances a mortgage loan that is less than sixty (60) months old, unless such Mortgage Loan (1) is on an investment property, (ii) meets the requirements set forth in the Code of Massachusetts Regulation (“CMR”), 209 CMR 53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c);

(hhh)  For any Mortgage Loan with Mortgaged Property located in Texas which is a second lien and the interest rate is in excess of 10% where terms of the Mortgage Note contain a provision for which the Mortgagor may be entitled to prepaid interest upon payoff, no Mortgagor paid any administrative fees, points, or loan origination fees which would actually result in any prepaid interest being due the Mortgagor under the terms of the Mortgage Note;
 
(iii)   The Company and the Servicer have complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the Anti-Money Laundering Laws").  The Company and the Servicer have each established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws and has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for the purposes of the Anti-Money Laundering Laws.  The Company and the Servicer further represent that each takes reasonable efforts to determine whether any Mortgagor appears on any list of blocked or prohibited parties designated by the U.S. Department of Treasury; and

(jjj) With respect to each Mortgage Loan, information regarding the borrower credit files related to such Mortgage Loan has been furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations.

Section 3.03 Repurchase.

It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of examination, of any Mortgage File. Upon discovery by any of the Company, the Servicer or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The Company or the Servicer, as applicable, shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within which to correct or cure such breach. The Company and the Servicer, as applicable, hereby covenant and agree that if any such breach is not corrected or cured within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price. In the event that any such breach shall involve any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the amount of the Repurchase Price. Notwithstanding anything to the contrary contained herein, it is understood by the parties hereto that a breach of the representations made in Section 3.02 (h ), (xx), (yy), (zz), (aaa), (bbb), (ccc), (fff), (ggg) or (iii) will be deemed to materially and adversely affect the value of the related Mortgage Loan or the interest of Purchaser therein. 

It is understood and agreed that the obligation of the Company and the Servicer, as applicable, set forth in this Section 3.03 to cure or repurchase for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and 11.01.

Any cause of action against the Company or the Servicer, as applicable, relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or the Servicer or notice thereof by the Purchaser to the Company or the Servicer, (ii) failure by the Company or the Servicer, as applicable, to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Company or the Servicer, as applicable, by the Purchaser for compliance with this Agreement.

Section 3.04 Representations and Warranties of the Purchaser.
 
The Purchaser represents, warrants and convenants to the Company and the Servicer that, as of the related Closing Date or as of such date specifically provided herein:

(a) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of Delaware and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary for the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such qualification or license;

(b) The Purchaser has full corporate power and authority and legal right to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and the related Term Sheet, and this Agreement and the related Term Sheet and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Purchaser to make this Agreement and the related Term Sheet and all agreements contemplated hereby valid and binding upon the Purchaser, in accordance with their terms;

(c) None of the execution and delivery of this Agreement and the related Term Sheet, the purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Purchaser’s charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser or its property is subject;

(d) There is no litigation, legal proceeding or governmental investigation pending or to the best of the Purchaser’s knowledge, threatened with respect to the Purchaser which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans hereunder, the execution, delivery, performance or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser;

(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement and the related Term Sheet except for consents, approvals, authorizations and orders which have been obtained;

(f) The consummation of the transactions contemplated by this Agreement and the related Term Sheet is in the ordinary course of business of the Purchaser;

(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a purchase for reporting, tax and accounting purposes; and

(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every one of its covenants contained in this Agreement and the related Term Sheet.

The Purchaser shall indemnify the Company and the Servicer, as applicable, and hold them harmless against any claims, proceedings, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is understood and agreed that the obligations of the Purchaser set forth in this Section 3.04 to indemnify the Company and the Servicer as provided herein constitute the sole remedies of the Company and the Servicer respecting a breach of the foregoing representations and warranties.




ARTICLE IV

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01 Servicer to Act as Servicer.

The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. In addition, the Servicer shall furnish information regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations. Except as set forth in this Agreement and the related Term Sheet, the Servicer shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fannie Mae Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Fannie Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Servicer.

Consistent with the terms of this Agreement and the related Term Sheet, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Servicer has obtained the prior written consent of the Purchaser, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Servicer may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required.

Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Securitization Transaction, the servicing provisions set forth in the related Reconstitution Agreement shall govern the servicing of such Mortgage Loans to the extent such terms contradict the servicing provisions set forth in this Agreement, including but not limited to the servicing provisions of Articles IV, V and VI hereof.

Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Securitization Transaction, the Servicer (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions.

Prior to taking any action with respect to the Mortgage Loans subject to a Securitization Transaction, which is not contemplated under the terms of this Agreement, the Servicer will obtain an Opinion of Counsel reasonably acceptable to the trustee in such Securitization Transaction with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an “Adverse REMIC Event”), and the Servicer shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur.

The Servicer shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC. The Servicer shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.

In servicing and administering the Mortgage Loans, the Servicer shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Servicer. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such matter from Servicer as servicer.

The Mortgage Loans may be subserviced by a Subservicer on behalf of the Servicer provided that the Subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae or FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. The Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of the Subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Servicer. The Servicer shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Servicer shall notify Purchaser promptly in writing upon the appointment of any Subservicer.

At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Servicer's own funds without reimbursement from the Purchaser.

Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with the Subservicer for indemnification of the Servicer by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Servicer will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.

Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and Servicer alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment.

Section 4.02 Collection of Mortgage Loan Payments.

Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Servicer will proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any related Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, the Servicer will take special care in ascertaining and estimating annual escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable, so that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

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

Section 4.03 Realization Upon Defaulted Mortgage

The Servicer shall use its best efforts, consistent with the procedures that the Servicer would use in servicing loans for its own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and the best interest of Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 4.01. In determining the delinquency status of any Mortgage Loan, the Servicer will use Delinquency Recognition Policies, and shall revise these policies as reasonably requested by the Purchaser from time to time. Foreclosure or comparable proceedings shall be initiated within ninety (90) days of default for Mortgaged Properties for which no satisfactory arrangements can be made for collection of delinquent payments, subject to state and federal law and regulation. The Servicer shall use its best efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which a Mortgaged Property shall have suffered damage, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by the Servicer through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as contemplated in Section 4.05. The Servicer shall obtain prior approval of Purchaser as to repair or restoration expenses in excess of ten thousand dollars ($10,000). The Servicer shall notify the Purchaser in writing of the commencement of foreclosure proceedings and not less than five (5) days prior to the acceptance or rejection of any offer of reinstatement. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings or functions; provided, however, that it shall be entitled to reimbursement thereof from the related property, as contemplated in Section 4.05. Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the Purchaser's expense. Upon completion of the inspection, the Servicer shall promptly provide the Purchaser with a written report of the environmental inspection. After reviewing the environmental inspection report, the Purchaser shall determine how the Servicer shall proceed with respect to the Mortgaged Property.

Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the Servicer as servicer of any Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly Payment, without payment of any termination fee with respect thereto, provided that the Servicer shall on the date said termination takes effect be reimbursed for any unreimbursed Monthly Advances of the Servicer's funds made pursuant to Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage Loan notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent Mortgage Loan to the Purchaser or its designee.

In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by the Servicer, with the consent of Purchaser as required pursuant to this Agreement, before the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, unless the Servicer provides to the trustee under such REMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time that certificates are outstanding. The Servicer shall manage, conserve, protect and operate each such REO Property for the certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the Servicer shall either itself or through an agent selected by Servicer, protect and conserve such property in the same manner and to such an extent as is customary in the locality where such property is located. Additionally, Servicer shall perform the tax withholding and reporting related to Sections 1445 and 6050J of the Code.

Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.

The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds shall be deposited in the Custodial Account within two (2) Business Days hours of receipt, and shall at all times be insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for the benefit of the Purchaser. Funds deposited in the Custodial Account may be drawn on by the Servicer in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.

The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:

(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

(ii)  all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;

(iii)  all Liquidation Proceeds;

(iv)  any amounts required to be deposited by the Servicer in connection with any REO Property pursuant to Section 4.13 and in connection therewith, the Servicer shall provide the Purchaser with written detail itemizing all of such amounts;

(v)  all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;

(vi)  all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Accepted Servicing Practices, the loan documents or applicable law;

(vii)  any Monthly Advances;

(viii)  with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfalls, to the extent of the Servicer’s aggregate Servicing Fee received with respect to the related Prepayment Period;

(ix)  any amounts required to be deposited by the Servicer pursuant to Section 4.10 in connection with the deductible clause in any blanket hazard insurance policy, such deposit shall be made from the Servicer's own funds, without reimbursement therefor; and

(x)  any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.

The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be deposited by the Servicer in the Custodial Account. Any interest paid on funds deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Custodial Account.


Section 4.05 Permitted Withdrawals From the Custodial Account.

The Servicer may, from time to time, withdraw from the Custodial Account for the following purposes:

(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

(ii)  to reimburse itself for Monthly Advances, the Servicer's right to reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees) of principal and/or interest respecting which any such advance was made, it being understood that, in the case of such reimbursement, the Servicer's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a Mortgage Loan, pursuant to Section 3.03, the Servicer's right to such reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;

(iii)  to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees, the Servicer's right to reimburse itself pursuant to this subclause (iii) with respect to any defaulted Mortgage Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement and only to the extent that the aggregate of Liquidation Proceeds and Insurance Proceeds with respect to such Mortgage Loan, after any reimbursement to the Servicer, exceeds the outstanding Stated Principal Balance of such Mortgage Loan plus accrued and unpaid interest thereon at the related Mortgage Rate less the Servicing Fee Rate to but not including the date of payment (in any event, the aggregate amount of servicing compensation received by a Subservicer and the Servicer with respect to any defaulted Monthly Payment shall not exceed the applicable Servicing Fee);

(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance Date), and (b) the Servicing Fee from that portion of any payment or recovery as to interest with respect to a particular Mortgage Loan;

(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts received thereon and not distributed as of the date on which the related repurchase price is determined,

(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;

(vii) to remove funds inadvertently placed in the Custodial Account by the Servicer;

(vi) to clear and terminate the Custodial Account upon the termination of this Agreement; and

(vii) to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant to clause (ii) or clause (iii).

Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.

The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments. Funds deposited in the Escrow Account may be drawn on by the Servicer in accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.

The Servicer shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:

(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement;

(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

The Servicer shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Servicer shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.


Section 4.07 Permitted Withdrawals From Escrow Account.

Withdrawals from the Escrow Account may be made by Servicer only:

(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;

(ii) to reimburse Servicer for any Servicing Advance made by Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

(iii) to refund to the Mortgagor any funds as may be determined to be overages;

(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;

(v) for application to restoration or repair of the Mortgaged Property;

(vi) to pay to the Servicer, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account;

(vii)  to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties, the Servicer shall pay to the Mortgagors interest on funds in Escrow Account, to the extent required by law, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor; and

(viii)  to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.

Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies; Collections Thereunder.
 
With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Servicer shall determine that any such payments are made by the Mortgagor at the time they first become due. The Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such payments. Notwithstanding anything else contained herein, it is agreed that Servicer will not be required to pay any such bills for ground rents, taxes, assessments, water rates and other charges if the Mortgage does not provide for Escrow Payments until such time at which such unpaid amounts would be considered delinquent or result in a superior lien being imposed on the Mortgaged Property or otherwise impair Purchaser's interest in the Mortgaged Property.

The Servicer will maintain in full force and effect Primary Mortgage Insurance Policies issued by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required. Such coverage will be terminated only with the approval of Purchaser, or as required by applicable law or regulation. The Servicer will not cancel or refuse to renew any Primary Mortgage Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The Servicer shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Servicer would have been covered thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the Servicer shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or substitution of liability, the Servicer shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

The Servicer agrees to prepare and present, on behalf of itself and the Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Servicer under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

Section 4.09 Transfer of Accounts.

The Servicer may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time. Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably withheld.

Section 4.10 Maintenance of Hazard Insurance.

The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in effect with an insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing coverage not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Servicer determines in accordance with applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as amended, the Servicer shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Servicer shall immediately force place the required flood insurance on the Mortgagor’s behalf. The Servicer shall also maintain on each REO Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Servicer under any such policies other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by the Servicer of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall at any time be in force and as shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Servicer and its successors and/or assigns and shall provide for at least thirty (30) days prior written notice of any cancellation, reduction in the amount or material change in coverage to the Servicer. The Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided, however, that the Servicer shall not accept any such insurance policies from insurance companies unless such companies are Qualified Insurers.

Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.

In the event that the Servicer shall obtain and maintain a blanket policy issued by a Qualified Insurer insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall conclusively be deemed to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such policy may contain a deductible clause, in which case the Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered by such policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of the Purchaser, the Servicer shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser.

Section 4.12 Fidelity Bond, Errors and Omissions Insurance.

The Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure the Servicer against losses, including forgery, theft, embezzlement and fraud of such persons. The errors and omissions insurance shall protect and insure the Servicer against losses arising out of errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the Servicer against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request by the Purchaser, the Servicer shall deliver to the Purchaser a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The Servicer shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or has been, materially modified or terminated. The Purchaser (or any party having the status of Purchaser hereunder) and any subsidiary thereof and their successors or assigns as their interests may appear must be named as loss payees on the Fidelity Bond and as additional insured on the errors and omissions policy. Upon request by Purchaser, Servicer shall provide Purchaser with an insurance certificate certifying coverage under this Section 4.12, and will provide an update to such certificate upon request, or upon renewal or material modification of coverage.

Section 4.13 Title, Management and Disposition of REO Property.

In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.

The Servicer shall notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days of the date Servicer receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO property in accordance with Accepted Servicing Practices. Thereafter, the Servicer shall continue to provide certain administrative services to the Purchaser relating to such REO Property as set forth in this Section 4.13.
The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the Fannie Mae Guides manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Purchaser.

The Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one (1) year after title has been taken to such REO Property, unless the Servicer determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property. No REO Property shall be marketed for less than the Appraised Value, without the prior consent of Purchaser. No REO Property shall be sold for less than ninety five percent (95%) of its Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing Advances shall be in accordance with the Fannie Mae Guides. The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Purchaser (subject to the above conditions) only with the prior written consent of the Purchaser. Servicer shall provide monthly reports to Purchaser in reference to the status of the marketing of the REO Properties.

Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the Servicer as servicer of any such REO Property without payment of any termination fee with respect thereto, provided that the Servicer shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Servicer's funds made pursuant to Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such REO Property notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such REO Property to the Purchaser or its designee. Within five (5) Business Days of any such termination, the Servicer shall, if necessary convey such property to the Purchaser and shall further provide the Purchaser with the following information regarding the subject REO Property: the related drive by appraisal or brokers price opinion, and copies of any related Mortgage Impairment Insurance Policy claims. In addition, within five (5) Business Days, the Servicer shall provide the Purchaser with the following information and documents regarding the subject REO Property: the related trustee’s deed upon sale and copies of any related hazard insurance claims, or repair bids.

Section 4.14 Notification of Maturity Date.

With respect to each Mortgage Loan, the Servicer shall execute and deliver to the Mortgagor any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under applicable law.

ARTICLE V

PAYMENTS TO THE PURCHASER

Section 5.01 Distributions.

On each Remittance Date, the Servicer shall distribute by wire transfer of immediately available funds to the Purchaser (i) all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Servicer is obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the Servicer’s obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts. It is understood that, by operation of Section 4.04, the remittance on the first Remittance Date with respect to Mortgage Loans purchased pursuant to the related Term Sheet is to include principal collected after the Cut-off Date through the preceding Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date exclusive of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in clauses (ii), (iii) and (iv) above.

With respect to any remittance received by the Purchaser after the Remittance Date, the Servicer shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three (3) percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is made to the Purchaser, both inclusive. The payment by the Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Servicer. On each Remittance Date, the Servicer shall provide a remittance report detailing all amounts being remitted pursuant to this Section 5.01.

Section 5.02 Statements to the Purchaser.

The Servicer shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in the Servicer's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon by both Purchaser and Servicer, and no later than the fifth Business Day of the following month in hard copy, and shall contain the following:

(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal (including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;

(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by the Servicer during the prior distribution period;

(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans as of the beginning of the distribution period and the ending of the distribution period;

(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;

(vi) with respect to each Mortgage Loan for which liquidation and final distribution has occurred, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;

(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls paid by the Servicer in accordance with Section 4.04(viii) during the prior distribution period;

(viii) [RESERVED];

(ix) the number of Mortgage Loans as of the beginning of the distribution period and the ending of the distribution period;

(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan that is (A) delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy) (1) 30 days delinquent, (2) 60 days delinquent and (3) 90 days or more delinquent; (B) in foreclosure and delinquent (1) 30 days delinquent, (2) 60 days delinquent and (3) 90 days or more delinquent; and (C) in bankruptcy and delinquent (1) 30 days delinquent, (2) 60 days delinquent and (3) 90 days or more delinquent, in each case as of the close of business on the last day of the calendar month preceding such Distribution Date and separately identifying such information for the (1) first lien Mortgage Loans, (2) second lien Mortgage Loans, and (3) adjustable rate Mortgage Loans;

(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such Mortgage Loan;

(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of the month end Monthly Advance balances made by the Servicer during the prior distribution period;

(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by the Servicer with respect to such Mortgage Loan including the amount, terms and general purpose of such Servicing Advances, and the aggregate amount of Servicing Advances for all Mortgage Loans during the prior distribution period;

(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made by the Servicer with respect to such Mortgage Loan including the amount, terms and general purpose of such Nonrecoverable Advances, and the aggregate amount of Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;

(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing Advances and Nonrecoverable Advances reimbursed to the Servicer with respect to such Mortgage Loan during the prior distribution period pursuant to Section 4.05, and the source of funds for such reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and Nonrecoverable Advances reimbursed to the Servicer for all Mortgage Loans during the prior distribution period pursuant to Section 4.05;

(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms, fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over time;

(xvii) a description of any material breach of a representation or warranty set forth in Section 3.01 or Section 3.02 herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;

(xviii) [reserved];

(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by the Servicer in accordance with Section 3.03 herein.

In addition, the Servicer shall provide to the Purchaser such other information known or available to the Servicer that is necessary in order to provide the distribution and pool performance information as required under Regulation AB, as amended from time to time, as determined by the Purchaser in its sole discretion. The Servicer shall also provide a monthly report, in the form of Exhibit E hereto, or such other form as is mutually acceptable to the Servicer, the Purchaser and any Master Servicer, Exhibit F with respect to defaulted mortgage loans and Exhibit P, with respect to realized losses and gains, with each such report.

The Servicer shall prepare and file any and all information statements or other filings required to be delivered to any governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Servicer shall provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.

In addition, not more than sixty (60) days after the end of each calendar year, the Servicer shall furnish to each Person who was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal income tax law as to the aggregate of remittances for the applicable portion of such year.

Section 5.03 Monthly Advances by the Servicer.

Not later than the close of business on the Business Day preceding each Remittance Date, the Servicer shall deposit in the Custodial Account an amount equal to all payments not previously advanced by the Servicer, whether or not deferred pursuant to Section 4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination Date.

The Servicer's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with respect to the Mortgage Loan unless the Servicer deems such advance to be a Nonrecoverable Advance. In such event, the Servicer shall deliver to the Purchaser an Officer's Certificate of the Servicer to the effect that an officer of the Servicer has reviewed the related Mortgage File and has made the reasonable determination that any additional advances are nonrecoverable.

Section 5.04 Liquidation Reports.

Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu of foreclosure, the Servicer shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form mutually acceptable to the Servicer and Purchaser. The Servicer shall also provide reports on the status of REO Property containing such information as Purchaser may reasonably require.

Section 5.05 Prepayment Interest Shortfalls.

Not later than the close of business on the Business Day preceding each Remittance Date in the month following the related Prepayment Period, the Servicer shall deposit in the Custodial Account an amount equal to any Prepayment Interest Shortfalls with respect to such Prepayment Period, which in the aggregate shall not exceed the Servicer’s aggregate Servicing Fee received with respect to the related Due Period.
 
ARTICLE VI

GENERAL SERVICING PROCEDURES

Section 6.01 Assumption Agreements.

The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale" clause to the extent permitted by law; provided, however, that the Servicer shall not exercise any such rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Servicer, with the approval of the Purchaser, will enter into an assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the Servicer, with the prior consent of the Purchaser and the primary mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is released from liability and such Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement.

In connection with any such assumption or substitution of liability, the Servicer shall follow the underwriting practices and procedures of the Servicer. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Servicer diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan. The Servicer shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. All fees collected by the Servicer for entering into an assumption or substitution of liability agreement shall belong to the Servicer.

Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.

Upon the payment in full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Servicer will immediately notify the Purchaser by a certification, which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Purchaser. The Purchaser shall no later than five (5) Business Days after receipt of such certification and request, release or cause to be released to the Servicer, the related Mortgage Loan Documents and, upon its receipt of such documents, the Servicer shall promptly prepare and deliver to the Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its receipt of such satisfaction or release, the Purchaser shall deliver, or cause to be delivered, to the Servicer the release or satisfaction properly executed by the owner of record of the applicable mortgage or its duly appointed attorney in fact. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.

In the event the Servicer satisfies or releases a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the Servicer, upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the related Mortgage Loan by deposit thereof in the Custodial Account. The Servicer shall maintain the Fidelity Bond and errors and omissions insurance insuring the Servicer against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of collection under any Primary Mortgage Insurance Policy, the Purchaser shall, upon request of the Servicer and delivery to the Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the Mortgage File held by the Purchaser to the Servicer. Such servicing receipt shall obligate the Servicer to return the related Mortgage documents to the Purchaser when the need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Servicer.

Section 6.03 Servicing Compensation.

As compensation for its services hereunder, the Servicer shall be entitled to withdraw from the Custodial Account (to the extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the amounts provided for as the Servicer's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as provided in Section 6.01, late payment charges and ancillary fees or otherwise shall be retained by the Servicer to the extent not required to be deposited in the Custodial Account. No Servicing Fee shall be payable in connection with partial Monthly Payments. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for.

Section 6.04 Annual Statement as to Compliance; Annual Certification.

(a) The Servicer will deliver to the Purchaser and any Master Servicer, using best efforts by March 1st, but in no event later than March 15th of each calendar year beginning in 2007, an Officer’s Certificate acceptable to the Purchaser (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall deliver an Annual Statement of Compliance of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer.

(b) With respect to any Mortgage Loans that are the subject of a Securitization Transaction, using best efforts by March 1st, but in no event later than March 15th of each calendar year beginning in 2007, an officer of the Servicer shall execute and deliver an officer’s certificate (an “Annual Certification”) to the Purchaser, any Master Servicer and any related Depositor for the benefit of each such entity and such entity’s affiliates and the officers, directors and agents of any such entity and such entity’s affiliates, in the form attached hereto as Exhibit L. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer.

Failure of the Servicer to timely comply with this Section 6.04 (including with respect to the cure timeframes required in this section) shall be deemed an Event of Default, automatically, without notice and without any cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Section 6.05 [Reserved]

Section 6.06 Purchaser's Right to Examine Compnay and the Servicer Records.

The Purchaser shall have the right to examine and audit upon reasonable notice to the Company or the Servicer, as applicable, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other information of the Company or the Servicer, as applicable, or held by another for the Company or the Servicer or on their behalf or otherwise, which relates to the performance or observance by the Company or the Servicer, as applicable, of the terms, covenants or conditions of this Agreement.

The Company and the Servicer shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access to any documentation regarding the Mortgage Loans in the possession of the Company or the Servicer which may be required by any applicable regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices of the Company or the Servicer, as applicable, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as applicable.

Section 6.07 Assessment of Compliance with Servicing Criteria.

On and after January 1, 2006, the Servicer shall service and administer, and shall cause each subservicer to servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.

With respect to any Mortgage Loans that are the subject of a Securitization Transaction, the Servicer shall deliver to the Purchaser or its designee, any Master Servicer and any Depositor, using best efforts by March 1st, but in no event later than March 15th of each calendar year beginning in 2007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the Servicer’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:

(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;

(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;

(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;

(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and

(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans.

Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit O hereto delivered to the Servicer concurrently with the execution of this Agreement.

With respect to any Mortgage Loans that are the subject of a Securitization Transaction, using best efforts by March 1st, but in no event later than March 15th of each calendar year beginning in 2007, the Servicer shall furnish to the Purchaser or its designee, any Master Servicer and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Servicer Accounting Oversight Board.

The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.20 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07.

Failure of the Servicer to timely comply with this Section 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the Purchaser as described herein, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Section 6.08 Intent of the Parties; Reasonableness.

The Purchaser, the Company and the Servicer acknowledge and agree that a purpose of Sections 3.01(p), 5.02, 6.04, 6.07 and 11.18 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None of the Purchaser, any Master Servicer or any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Company and the Servicer acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Company shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Company, the Servicer, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.

ARTICLE VII

REPORTS TO BE PREPARED BY COMPANY AND SERVICER

Section 7.01 Company and Servicer Shall Provide Information as Reasonably Required.

The Company and the Servicer shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports, information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company and the Servicer, as applicable, under this Agreement, including any reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company and the Servicer, as applicable, under this Agreement. The Company and the Servicer agree to execute and deliver all such instruments and take all such action as the Purchaser, from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited financial statements of the Company and the Servicer for the most recently completed two (2) fiscal years for which such statements are available, as well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of Operations. If it has not already done so, the Company and the Servicer shall furnish promptly to the Purchaser or a prospective purchaser copies of the statements specified above.

The Servicer shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Servicer’s servicing facilities for the purpose of satisfying such prospective purchaser that the Servicer has the ability to service the Mortgage Loans as provided in this Agreement.




ARTICLE VIII

THE COMPANY AND THE SERVICER

Section 8.01 Indemnification; Third Party Claims.

(a)  The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way from any claim, demand, defense or assertion based on or grounded upon, or resulting from any assertion based on, grounded upon or resulting from a breach or alleged breach of any of its representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Company shall immediately notify the Purchaser if a claim is made by a third party against Company with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to its breach of representation or warranty set forth in Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct of Company. The provisions of this Section 8.01(a) shall survive termination of this Agreement.

(b) The Servicer agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Servicer to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans in strict compliance with the terms of this Agreement. The Servicer agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way from any claim, demand, defense or assertion based on or grounded upon, or resulting from any assertion based on, grounded upon or resulting from a breach or alleged breach of any of its representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Servicer shall immediately notify the Purchaser if a claim is made by a third party against Servicer with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Servicer shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Servicer for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Servicer to service and administer the Mortgages in strict compliance with the terms of this Agreement, its breach of representation or warranty set forth in Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct of Servicer. The provisions of this Section 8.01(b) shall survive termination of this Agreement.

Section 8.02 Merger or Consolidation of the Company and the Servicer

The Company and the Servicer will each keep in full effect its respective existence, rights and franchises as a corporation under the laws of the state of its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.

Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer whether or not related to loan servicing, shall be the successor of the Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits of which are insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved mortgagee whose primary business is in servicing of first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved servicer in good standing.
 
Section 8.03 Limitation on Liability of the Company and Others.

Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed therefor from the Purchaser upon written demand.

Section 8.04 Company and Servicer Not to Assign or Resign.

The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance reasonably acceptable to the Purchaser.

The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance reasonably acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder in the manner provided in Section 11.01.

Section 8.05 No Transfer of Servicing.

With respect to the retention of the Servicer to service the Mortgage Loans hereunder, the Servicer acknowledges that the Purchaser has acted in reliance upon the Servicer's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole reasonable discretion.

Without in any way limiting the generality of this Section 8.05, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Servicer (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

 




ARTICLE IX

DEFAULT

Section 9.01 Events of Default.

In case one or more of the following Events of Default by the Company or the Servicer shall occur and be continuing, that is to say:

(i) any failure by the Servicer to remit to the Purchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of one (1) Business Day after notice; or

(ii) failure on the part of the Company or the Servicer, as applicable, duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Company or the Servicer, as applicable, set forth in this Agreement which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Purchaser; or

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

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

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

(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller for more than thirty days, or the Servicer ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan servicer for more than thirty days; or

(vii) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or

(viii) (a) the Servicer ceases to be licensed to service first lien residential mortgage loans in any jurisdiction in which a Mortgaged Property is located and such licensing is required, or (b) either the Servicer or the Company cease to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company’s or the Servicer's ability to perform its obligations hereunder; or

(ix) the Servicer fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.

Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in writing to the Company or the Servicer, as applicable (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, or as otherwise stated herein, in which case, automatically and without notice) may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company or the Servicer, as applicable (and if the Servicer is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction) under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company and the Servicer for the same. On or after the receipt by the Company or Servicer of such written notice (or, in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case, automatically and without notice), all authority and power of the Company or the Servicer, as applicable, under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 11.01. Upon written request from the Purchaser, the Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Servicer's sole expense. The Servicer agrees to cooperate with the Purchaser and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.

The Servicer shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
 
Section 9.02 Waiver of Defaults.

The Purchaser may waive only by written notice any default by the Company or the Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived in writing.




ARTICLE X

TERMINATION

Section 10.01 Termination.
 
The respective obligations and responsibilities of the Company and the Servicer shall terminate upon: (i) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all remaining REO Property and the remittance of all funds due hereunder; or (ii) by mutual consent of the Company, the Servicer and the Purchaser in writing; or (iii) termination with cause under the terms of this Agreement. Termination of the Agreement pursuant to Section 10.01 (iii) shall void Purchaser’s obligation to purchase Mortgage Loans for which Purchaser has issued a Confirmation, commitment confirmation or a substantially similar commitment to purchase Mortgage Loans.
 
Section 10.02 [Reserved]

Section 10.03 Survival.
 
Termination of this Agreement under Section 10.01 shall not affect any of the Company’s or the Servicer’s obligations regarding repurchase, indemnification or otherwise, all of which shall survive such termination and remain in full force and effect.

 
ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Successor to the Servicer.

Prior to termination of Servicer's responsibilities and duties under this Agreement pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations relating to servicing under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement prior to the termination of Servicer's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as the Purchaser and such successor shall agree. In the event that the Servicer's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of Servicer pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no event relieve the Company or the Servicer of the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company and the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.

Any successor appointed as provided herein shall execute, acknowledge and deliver to the Servicer and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not affect any claims that the Purchaser may have against the Servicer arising prior to any such termination or resignation.

The Servicer shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and the Servicer shall account for all funds. The Servicer shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. The successor shall make arrangements as it may deem appropriate to reimburse the Servicer for unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Servicer pursuant to this Agreement but for the appointment of the successor servicer.

Upon a successor's acceptance of appointment as such, the Servicer shall notify by mail the Purchaser of such appointment.

Section 11.02 Amendment.

This Agreement may be amended from time to time by the Company, the Servicer and the Purchaser by written agreement signed by the Company, the Servicer and the Purchaser.




Section 11.03 Recordation of Agreement.

To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Servicer's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interest of the Purchaser or is necessary for the administration or servicing of the Mortgage Loans.

Section 11.04 Governing Law.

This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to its choice of law rules and principles) except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 11.05 Notices.

Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing, as follows:

(i)  if to the Purchaser:
 
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 444-2810

With a copy to:

Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York 10179
Attention: Mary Haggerty

 
(ii)
if to the Servicer:

David Friedman
American Home Mortgage Servicing, Inc.
4600 Regent Boulevard, Suite 200
Irving, Texas 75063

With a copy to:

Alan Horn, General Counsel
American Home Mortgage Corp.
538 Broadhollow Road
Melville, New York 11747
Telecopier No. (800) 209-7276

 
(iii)
if to the Company:

Robert F. Johnson, Jr.
American Home Mortgage Corp.
538 Broadhollow Road
Melville, New York 11747
Telecopier No. (866) 822-3288

With a copy to:

Alan Horn, General Counsel
American Home Mortgage Corp.
538 Broadhollow Road
Melville, New York 11747
Telecopier No. (800) 209-7276

or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).

Section 11.06 Severability of Provisions.

Any part, provision, representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

Section 11.07 Exhibits.

The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

Section 11.08 General Interpretive Principles.

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i)  the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

(ii)  accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;
 
(iii)  references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

(iv)  a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

(v)  the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(vi)  the term "include" or "including" shall mean without limitation by reason of enumeration; and

(viii)  headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

Section 11.09 Reproduction of Documents.

This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party hereto in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

Section 11.10 Confidentiality of Information.

Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement, provided that each party may provide confidential information to (i) its employees, agents and affiliates who have a need to know such information in order to effectuate the transaction, (ii) a regulatory authority with supervisory power over Purchaser, the Servicer or the Company, or (iii) to any Person that the disclosing party reasonably believes to be necessary relating to the enforcement of such party’s rights hereunder, provided in all cases that such information is identified as confidential non-public information.

Notwithstanding other provisions of this Section 11.10 or any other express or implied agreement, arrangement, or understanding to the contrary, the Company, the Servicer and Purchaser (the “Parties”) agree that the Parties (and their employees, representatives and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the purported or claimed U.S. federal income tax treatment of the purchase of the Mortgage Loans and related transactions covered by this letter agreement (“tax treatment”) and any fact that may be relevant to understanding the tax treatment (“tax structure”) and all materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such tax treatment and tax structure, except where confidentiality is reasonably necessary to comply with securities laws.

The Company and the Servicer each agree that the Company and Servicer, as applicable, (i) shall comply with any applicable laws and regulations regarding the privacy and security of Consumer Information including, but not limited to the Gramm-Leach-Bliley Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq., (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific written direction of the Purchaser, (iv) shall maintain adequate physical, technical and administrative safeguards to protect Consumer Information from unauthorized access as provided by the applicable laws and regulations, and (v) shall immediately notify the Purchaser of any actual or suspected breach of the confidentiality of Consumer Information that would have a material and adverse effect on the Purchaser.
The Company and the Servicer each agree that the Company and the Servicer, as applicable, shall indemnify, defend and hold the Purchaser harmless from and against any loss, claim or liability the Purchaser may suffer by reason of the Company's or the Servicer’s, as applicable, failure to perform the obligations set forth in this Section 11.10.


Section 11.11 Recordation of Assignments of Mortgage.

To the extent permitted by applicable law, each of the Assignments is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by and at the Company’s expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole option.

Section 11.12 Assignment.

The Purchaser shall have the right, without the consent of the Company or the Servicer, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. In no event shall Purchaser sell a partial interest in any Mortgage Loan without the prior written consent of Company, which consent shall not be unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. The Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.

Section 11.13 No Partnership.

Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Company or the Servicer shall be rendered as an independent contractor and not as agent for Purchaser.

Section 11.14 Signature Pages/Counterparts; Successors and Assigns.

This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully executed copies, each of which shall constitute a fully executed original Agreement, and/or (ii) in counterparts having one or more original signatures, and all such counterparts containing the original signatures of all of the parties hereto taken together shall constitute a fully executed original Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or more original signed signature pages to the other parties hereto (x) by mail or courier, and/or (y) by electronic transmission, including without limitation by telecopier, facsimile or email of a scanned image (“Electronic Transmission”), each of which as received shall constitute for all purposes an executed original signature page of such party. The Purchaser may deliver a copy of this Agreement and/or any Term Sheet, fully executed as provided herein, to each other party hereto by mail and/or courier and/or Electronic Transmission, and such copy as so delivered shall constitute a fully executed original Agreement or Term Sheet, as applicable, superseding any prior form of the Agreement or Term Sheet, as applicable, that differs therefrom in any respect. This Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their respective successor and assigns.
 
Section 11.15 Entire Agreement.

The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of its employees other than those representations, agreements or promises specifically contained herein and in the Confirmation. The Confirmation and this Agreement and the related Term Sheet sets forth the entire understanding between the parties hereto; provided, however, only this Agreement and the related Term Sheet shall be binding upon all successors of both parties. In the event of any inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.

Section 11.16. No Solicitation.

From and after the related Closing Date, the Company and the Servicer agree that each will not take any action or permit or cause any action to be taken by any of its agents or affiliates, to personally, by telephone or mail, solicit the borrower or obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is understood and agreed that (i) promotions undertaken by the Company or the Servicer or any affiliate of the Company or the Servicer which are directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans, including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements and (ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or the Servicer or any of their respective affiliates from soliciting any Mortgagor for any other financial products or services. The Company and the Servicer shall each use its best efforts to prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the Company or the Servicer, as applicable.

Section 11.17. Closing.

The closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree.

The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following conditions:

(a) at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet;

(b) all of the representations and warranties of the Company and the Servicer under this Agreement shall be materially true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a material default under this Agreement;

(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents required pursuant to this Agreement, the related Term Sheet, an opinion of counsel and an officer's certificate, all in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof;

(d) the Company and the Servicer shall have each delivered and released to the Purchaser (or its designee) on or prior to the related Closing Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and

(e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been materially complied with.

Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Section 11.18. Cooperation of Company with a Reconstitution.

The Company, the Servicer and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

(b) one or more trusts or other entities to be formed as part of one or more Securitization Transactions.

The Company and the Servicer agree to execute in connection with any agreements among the Purchaser, the Company, the Servicer and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser’s request, a seller's warranties and servicing agreement or a participation and servicing agreement or similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Securitization Transaction, a pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to herein are designated, the “Reconstitution Agreements”). It is understood that any such Reconstitution Agreements will not contain any greater obligations on the part of Company or the Servicer than are contained in this Agreement. Notwithstanding anything to the contrary in this Section 11.18, the Servicer agrees that it is required to perform the obligations described in Exhibit K hereto.

With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Purchaser, the Company and the Servicer agree (1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such Reconstitution (each, a "Reconstitution Date").

In addition, the Company and the Servicer shall provide to such servicer or issuer, as the case may be, and any other participants in such Reconstitution:

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

(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company or the Servicer as are reasonably agreed upon by the Company or the Servicer, as applicable, and the Purchaser or any such other participant;

(iii) within five (5) Business Days after request by the Purchaser, the information with respect to the Company (as originator) and each Third-Party Originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the requirements of which has of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser in its sole discretion. If requested by the Purchaser, this will include information about the applicable credit-granting or underwriting criteria;

(iv) within five (5) Business Days after request by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the Company, if the Company is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator. Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation AB. To the extent that there is reasonably available to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the Depositor, as applicable;

(v) within five (5) Business Days after request by the Purchaser, information with respect to the Servicer (as servicer) as required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser in its sole discretion. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall provide the information required pursuant to this clause with respect to the Subservicer;

(vi) within five (5) Business Days after request by the Purchaser,
 
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Company (as originator) and Servicer (as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1117 of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser in its sole discretion,
 
(b) information regarding affiliations with respect to the Company (as originator) and Servicer (as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser in its sole discretion, and
 
(c) information regarding relationships and transactions with respect to the Company (as originator) and Servicer (as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by Purchaser in its sole discretion;

(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery pursuant to this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company’s or Third-Party Originator’s originations or purchases, to calendar months commencing January 1, 2006, or to any financial information included in any other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Securitization Transaction. Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such Depositor;

(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Company and the Servicer shall each (or shall cause each Subservicer and Third-Party Originator to), in accordance with Section 3.01(r), (i) provide immediate notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Company, the Servicer any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company, the Servicer, any Subservicer or any Third-Party Originator and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company or the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company’s obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships;

(ix) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Purchaser, any Master Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;

(x) In addition to such information as the Servicer, as servicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten (10) days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below):

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

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

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

(xi) The Servicer shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer’s performance hereunder.

In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the applicable Item of Regulation AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided under this Section 11.18 by or on behalf of the Company, or provided under this Section 11.18 by or on behalf of the Servicer, or any Subservicer, Subcontractor or Third-Party Originator (collectively, the “Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;

(ii) any breach by the Company of its obligations under this Section 11.18, including particularly any failure by the Company, the Servicer, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 11.18, including any failure by the Company to identify pursuant to Section 11.20 any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB;

(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant to Section 3.01(q) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date; or
 
(iv) the negligence bad faith or willful misconduct of the Company in connection with its performance under this Section 11.18.

If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other.

In the case of any failure of performance described above, the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, the Servicer, any Subservicer, any Subcontractor or any Third-Party Originator.

This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

The Servicer shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided under this Section 11.18 by or on behalf of the Servicer, or provided under this Section 11.18 by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information;

(ii) any breach by the Servicer of its obligations under this Section 11.18, including particularly any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 11.18, including any failure by the Servicer to identify pursuant to Section 11.20 any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB;

(iii) any breach by the Servicer of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant to Section 3.01(q) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date; or
 
(iv) the negligence bad faith or willful misconduct of the Servicer in connection with its performance under this Section 11.18.

If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other.

In the case of any failure of performance described above, the Servicer shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor.

This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.

Section 11.19. Monthly Reporting with Respect to a Reconstitution.

As long as the Servicer continues to service Mortgage Loans, the Servicer agrees that with respect to any Mortgage Loan sold or transferred pursuant to a Reconstitution as described in Section 11.18 of this Agreement (a “Reconstituted Mortgage Loan”), the Servicer, at its expense, shall provide the Purchaser with the information set forth in Exhibit J attached hereto for each Reconstituted Mortgage Loan in Excel or such electronic delimited file format as may be mutually agreed upon by both Purchaser and Servicer. Such information shall be provided monthly for all Reconstituted Mortgage Loans on the fifth (5th) Business Day of each month for the immediately preceding monthly period, and shall be transmitted to fast.data@bear.com.

Section 11.20. Unpaid Fees and Expenses and other Amounts Owing to Purchaser; Offset. 

It is understood that this Agreement creates an ongoing relationship between the parties.  As a result, there may be various fees, charges, and expenses assessed by Purchaser on each sale.  In addition, there may be amounts owed to Purchaser as a result of certain obligations relating to repurchase of Mortgage Loans, premium recapture or indemnification of Purchaser, all as set forth in the Agreement or in each related Term Sheet.   If any such amount due Purchaser from Company remains outstanding more than thirty (30) days after it is due, Company then hereby authorizes Purchaser to deduct from any subsequent purchase proceeds hereunder such amounts (which amounts may be an initial payment of amounts owed Purchaser, subject to further adjustment) due Purchaser, plus interest at an annual rate equal to the Prime Rate from the due date through the date of payment. Furthermore, Company authorizes Purchaser to set off any funds or other assets of Company in possession of Bear, Stearns & Co. Inc. or any of its affiliates against any loss, damage or expense Purchaser may incur as a result of Company’s breach of its obligations hereunder or in the related Term Sheet.

Section 11.21. Use of Subservicers and Subcontractors.

(a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section.

(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 3.01(r) of this Agreement. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser, any Master Servicer and any Depositor any Annual Statement of Compliance required to be delivered by such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by such Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.

(c) The Servicer shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as an administrator) a written description (in form and substance reasonably satisfactory to the Purchaser, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

(d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.18 of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the other certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.07, in each case as and when required to be delivered.

Section 11.22. Third Party Beneficiary.

For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.





IN WITNESS WHEREOF, the Company, the Servicer and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
 
EMC MORTGAGE CORPORATION
Purchaser

By:________________________
Name:
Title:

AMERICAN HOME MORTGAGE CORP.  
Company

By: _______________________
Name:
Title:

AMERICAN HOME MORTGAGE SERVICING, INC.  
Servicer

By: _______________________
Name:
Title:




EXHIBIT A
CONTENTS OF MORTGAGE FILE

With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.

1. The original Mortgage Note endorsed "Pay to the order of ____________________________________________________, without recourse," and signed via original signature in the name of the Company by an authorized officer, with all intervening endorsements showing a complete chain of title from the originator to the Company, together with any applicable riders. In no event may an endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser acceptability.

2. The original Mortgage (together with a standard adjustable rate mortgage rider) with evidence of recording thereon, or a copy thereof certified by the public recording office in which such mortgage has been recorded or, if the original Mortgage has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.

4. The original Assignment, from the Company to _____________________________________, or in accordance with Purchaser's instructions, which assignment shall, but for any blanks requested by Purchaser, be in form and substance acceptable for recording. If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment must be by "[Company] formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket assignments of mortgage.

5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.

6. Originals of all recorded intervening Assignments, or copies thereof, certified by the public recording office in which such Assignments have been recorded showing a complete chain of title from the originator to the Company, with evidence of recording thereon, or a copy thereof certified by the public recording office in which such Assignment has been recorded or, if the original Assignment has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

9. reserved.

10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure forms required by law.

11. Residential loan application.

12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.

13. Credit report on the mortgagor.

14. Business credit report, if applicable.

15. Residential appraisal report and attachments thereto.

16. The original of any guarantee executed in connection with the Mortgage Note.

17. Verification of employment and income except for Mortgage Loans originated under a limited documentation program, all in accordance with Company's underwriting guidelines.

18. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting guidelines.

19. Photograph of the Mortgaged Property (may be part of appraisal).

20. Survey of the Mortgaged Property, if any.

21. Sales contract, if applicable.

22. If available, termite report, structural engineer’s report, water portability and septic certification.

23. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

24. Name affidavit, if applicable.

Notwithstanding anything to the contrary herein, Company may provide one certificate for all of the Mortgage Loans indicating that the documents were delivered for recording.



EXHIBIT B

CUSTODIAL ACCOUNT LETTER AGREEMENT

______________, 2005

To: [_______________________]
(the "Depository")

As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of [_____________________] 1, 200[_] (the "Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as "[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter is submitted to you in duplicate. Please execute and return one original to us.
 

   [__________________________]
     
 
By:
 
 
Name:
 
 
Title:
 


 
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account Number [__________], at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as defined in the Agreement.

   [___________________________]
     
 
By:
 
 
Name:
 
 
Title:
 

 



EXHIBIT C

ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2005

To: [_______________________]
(the "Depository")

As “Company” under the Purchase Warranties and Servicing Agreement, dated as of [____________________]1, 200[_] (the "Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as "[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter is submitted to you in duplicate. Please execute and return one original to us.
 

   [__________________________]
     
 
By:
 
 
Name:
 
 
Title:
 

 

The undersigned, as "Depository", hereby certifies that the above described account has been established under Account Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as defined in the Agreement.
 

   [__________________________]
     
 
By:
 
 
Name:
 
 
Title:
 





EXHIBIT D

FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This is a Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR Agreement”) made as of __________, 200__, among EMC Mortgage Corporation (the “Assignor”), ___________________ (the “Assignee”), and _______________________ (the “Company”).

In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the “Assigned Loans”) listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor and Company (the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.

Purchase, Assignment and Assumption

1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase Agreement.

2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the “Funding Amount” as set forth in that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable form from the Company, in blank. Assignee shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor. Assignee shall be entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments or other proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.

Representations, Warranties and Covenants

3. Assignor warrants and represents to Assignee and Company as of the date hereof:

(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignee’s interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Purchase Agreement;
 
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this PAAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
 
(g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

 
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
 

(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;

(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this PAAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d) Assignee agrees to be bound as “Purchaser” by all of the terms, covenants and conditions of the Purchase Agreement with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and Company all of Assignor's obligations as “Purchaser” thereunder but solely with respect to such Assigned Loans.
 
5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

(a)     Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b)     Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Purchase Agreement;

 
(c)
Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this PAAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Company. This PAAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

 
(d)
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Company of this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

 
(e)
No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect.

 
(f)
Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or omits or will omit to state a fact necessary to make the statements contained therein not misleading.

Recognition of Assignee

6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the Assigned Loans in accordance with the Purchase Agreement. It is the intention of Assignor, Company and Assignee that this PAAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.

 
Miscellaneous

7. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
 

(a) In the case of Company,

____________________
____________________
____________________
____________________
____________________
 
With a copy to ______________________________________.

 
(b)
In the case of Assignor,

____________________
____________________
____________________
____________________
____________________ 

(c) In the case of Assignee,

EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038
Attention: Raylene Ruyle
Telecopier No.: (972) 444-2810

with a copy to:

___________________
383 Madison Avenue
New York, New York 10179
Attention: ___________
Telecopier No.: (212) 272-____

8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for, documenting of and closing of the transactions contemplated by this PAAR Agreement.

9. This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

10. No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.

12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.

13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.

14. In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with respect to the Assigned Loans, the terms of this PAAR Agreement shall control. In the event that any provision of this PAAR Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall control.


[Modification of Purchase Agreement

 
15.
The Company and Assignor hereby amend the Purchase Agreement as follows:

(a) The following definitions are added to Section 1.01 of the Purchase Agreement:

Securities Administrator: ________________________

Supplemental PMI Insurer: ________________________

Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.

Trustee:  ________________________

(b) The following definition is amended and restated:

Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy, any hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property, including any amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing Practices.

(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:

“In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the Purchaser, claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required information regarding the Mortgage Loans.

The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually acceptable format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI Insurer for each Mortgage Loan covered by the Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser and the [Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the Servicer in connection with a claim under the Supplemental PMI Policy.”

(d) Clause (vi) of Section 6.1 is amended to read as follows:

“Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days, or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or”]





IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.
 

 
EMC MORTGAGE CORPORATION
Assignor
     
 
By:
 
 
Name:
 
 
Title:
 
 

   
 
Assignee

 
By:
 
 
Name:
 
 
Title:
 


   
 
Company

 
By:
 
 
Name:
 
 
Title:
 




 EXHIBIT ___

FORM OF COMPANY CERTIFICATION

I, [identify certifying individual], certify to the [Trustee] [Seller] [Securities Administrator] [Mortgage Loan Seller] [Purchaser] and [Master Servicer] that:

1. I have reviewed the servicing reports prepared by [COMPANY] (the “Company”) pursuant to the [Servicing Agreement] (the “Servicing Agreement”), dated as of __________ between __________ and the Company (as modified by the AAR Agreement (as defined below) and delivered to [MASTER SERVICER] (the “Master Servicer”) pursuant to the Assignment, Assumption and Recognition Agreement (the “AAR Agreement”), dated as of __________ among [ASSIGNOR] as Assignor, Company and [ASSIGNEE], as Assignee.

2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by such servicing reports.

3. Based on my knowledge, the servicing information required to be provided to the Master Servicer under the Servicing Agreement and the AAR Agreement is included in these reports.

4. I am responsible for reviewing the activities performed the Company under the Servicing Agreement and the AAR Agreement and based upon the review required under the Servicing Agreement and the AAR Agreement, and except as disclosed in the Annual Statement of Compliance, the Company has fulfilled its obligations under the Servicing Agreement and the AAR Agreement.

5. I have disclosed to the Master Servicer's certified public accountants all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conduced in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement and the AAR Agreement.

Capitalized terms used but not defined herein have the meanings ascribed to them in the AAR Agreement.

Date:______________

_____________________
[Signature]
[Title]




ATTACHMENT 1

ASSIGNED LOAN SCHEDULE






ATTACHMENT 2

PURCHASE, WARRANTIES AND SERVICING AGREEMENT




EXHIBIT E

REPORTING DATA FOR MONTHLY REPORT


Standard File Layout - Master Servicing
Column Name
Description
Decimal
Format Comment
Max Size
SER_INVESTOR_NBR
A value assigned by the Servicer to define a group of loans.
 
Text up to 10 digits
20
LOAN_NBR
A unique identifier assigned to each loan by the investor.
 
Text up to 10 digits
10
SERVICER_LOAN_NBR
A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR.
 
Text up to 10 digits
10
BORROWER_NAME
The borrower name as received in the file. It is not separated by first and last name.
 
Maximum length of 30 (Last, First)
30
SCHED_PAY_AMT
Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant.
2
No commas(,) or dollar signs ($)
11
NOTE_INT_RATE
The loan interest rate as reported by the Servicer.
4
Max length of 6
6
NET_INT_RATE
The loan gross interest rate less the service fee rate as reported by the Servicer.
4
Max length of 6
6
SERV_FEE_RATE
The servicer's fee rate for a loan as reported by the Servicer.
4
Max length of 6
6
SERV_FEE_AMT
The servicer's fee amount for a loan as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
NEW_PAY_AMT
The new loan payment amount as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
NEW_LOAN_RATE
The new loan rate as reported by the Servicer.
4
Max length of 6
6
ARM_INDEX_RATE
The index the Servicer is using to calculate a forecasted rate.
4
Max length of 6
6
ACTL_BEG_PRIN_BAL
The borrower's actual principal balance at the beginning of the processing cycle.
2
No commas(,) or dollar signs ($)
11
ACTL_END_PRIN_BAL
The borrower's actual principal balance at the end of the processing cycle.
2
No commas(,) or dollar signs ($)
11
BORR_NEXT_PAY_DUE_DATE
The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer.
 
MM/DD/YYYY
10
SERV_CURT_AMT_1
The first curtailment amount to be applied.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_DATE_1
The curtailment date associated with the first curtailment amount.
 
MM/DD/YYYY
10
CURT_ADJ_ AMT_1
The curtailment interest on the first curtailment amount, if applicable.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_AMT_2
The second curtailment amount to be applied.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_DATE_2
The curtailment date associated with the second curtailment amount.
 
MM/DD/YYYY
10
CURT_ADJ_ AMT_2
The curtailment interest on the second curtailment amount, if applicable.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_AMT_3
The third curtailment amount to be applied.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_DATE_3
The curtailment date associated with the third curtailment amount.
 
MM/DD/YYYY
10
CURT_ADJ_AMT_3
The curtailment interest on the third curtailment amount, if applicable.
2
No commas(,) or dollar signs ($)
11
PIF_AMT
The loan "paid in full" amount as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
PIF_DATE
The paid in full date as reported by the Servicer.
 
MM/DD/YYYY
10
     
Action Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution, 65=Repurchase,70=REO
2
ACTION_CODE
The standard FNMA numeric code used to indicate the default/delinquent status of a particular loan.
INT_ADJ_AMT
The amount of the interest adjustment as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
SOLDIER_SAILOR_ADJ_AMT
The Soldier and Sailor Adjustment amount, if applicable.
2
No commas(,) or dollar signs ($)
11
NON_ADV_LOAN_AMT
The Non Recoverable Loan Amount, if applicable.
2
No commas(,) or dollar signs ($)
11
LOAN_LOSS_AMT
The amount the Servicer is passing as a loss, if applicable.
2
No commas(,) or dollar signs ($)
11
SCHED_BEG_PRIN_BAL
The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors.
2
No commas(,) or dollar signs ($)
11
SCHED_END_PRIN_BAL
The scheduled principal balance due to investors at the end of a processing cycle.
2
No commas(,) or dollar signs ($)
11
SCHED_PRIN_AMT
The scheduled principal amount as reported by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans.
2
No commas(,) or dollar signs ($)
11
SCHED_NET_INT
The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans.
2
No commas(,) or dollar signs ($)
11
ACTL_PRIN_AMT
The actual principal amount collected by the Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans.
2
No commas(,) or dollar signs ($)
11
ACTL_NET_INT
The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans.
2
No commas(,) or dollar signs ($)
11
PREPAY_PENALTY_ AMT
The penalty amount received when a borrower prepays on his loan as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
PREPAY_PENALTY_ WAIVED
The prepayment penalty amount for the loan waived by the servicer.
2
No commas(,) or dollar signs ($)
11
MOD_DATE
The Effective Payment Date of the Modification for the loan.
 
MM/DD/YYYY
10
MOD_TYPE
The Modification Type.
 
Varchar - value can be alpha or numeric
30
DELINQ_P&I_ADVANCE_AMT
The current outstanding principal and interest advances made by Servicer.
2
No commas(,) or dollar signs ($)
11





EXHIBIT F

REPORTING DATA FOR DEFAULTED LOANS

Standard File Layout - Delinquency Reporting

Column/Header Name
Description
Decimal
Format Comment
SERVICER_LOAN_NBR
A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR
 
 
LOAN_NBR
A unique identifier assigned to each loan by the originator.
 
 
CLIENT_NBR
Servicer Client Number
   
SERV_INVESTOR_NBR
Contains a unique number as assigned by an external servicer to identify a group of loans in their system.
 
 
BORROWER_FIRST_NAME
First Name of the Borrower.
   
BORROWER_LAST_NAME
Last name of the borrower.
   
PROP_ADDRESS
Street Name and Number of Property
 
 
PROP_STATE
The state where the property located.
 
 
PROP_ZIP
Zip code where the property is located.
 
 
BORR_NEXT_PAY_DUE_DATE
The date that the borrower's next payment is due to the servicer at the end of processing cycle, as reported by Servicer.
 
MM/DD/YYYY
LOAN_TYPE
Loan Type (i.e. FHA, VA, Conv)
 
 
BANKRUPTCY_FILED_DATE
The date a particular bankruptcy claim was filed.
 
MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE
The chapter under which the bankruptcy was filed.
 
 
BANKRUPTCY_CASE_NBR
The case number assigned by the court to the bankruptcy filing.
 
 
POST_PETITION_DUE_DATE
The payment due date once the bankruptcy has been approved by the courts
 
MM/DD/YYYY
BANKRUPTCY_DCHRG_DISM_DATE
The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged and/or a Motion For Relief Was Granted.
 
MM/DD/YYYY
LOSS_MIT_APPR_DATE
The Date The Loss Mitigation Was Approved By The Servicer
 
MM/DD/YYYY
LOSS_MIT_TYPE
The Type Of Loss Mitigation Approved For A Loan Such As;
   
LOSS_MIT_EST_COMP_DATE
The Date The Loss Mitigation /Plan Is Scheduled To End/Close
 
MM/DD/YYYY
LOSS_MIT_ACT_COMP_DATE
The Date The Loss Mitigation Is Actually Completed
 
MM/DD/YYYY
FRCLSR_APPROVED_DATE
The date DA Admin sends a letter to the servicer with instructions to begin foreclosure proceedings.
 
MM/DD/YYYY
ATTORNEY_REFERRAL_DATE
Date File Was Referred To Attorney to Pursue Foreclosure
 
MM/DD/YYYY
FIRST_LEGAL_DATE
Notice of 1st legal filed by an Attorney in a Foreclosure Action
 
MM/DD/YYYY
FRCLSR_SALE_EXPECTED_DATE
The date by which a foreclosure sale is expected to occur.
 
MM/DD/YYYY
FRCLSR_SALE_DATE
The actual date of the foreclosure sale.
 
MM/DD/YYYY
FRCLSR_SALE_AMT
The amount a property sold for at the foreclosure sale.
2
No commas(,) or dollar signs ($)
EVICTION_START_DATE
The date the servicer initiates eviction of the borrower.
 
MM/DD/YYYY
EVICTION_COMPLETED_DATE
The date the court revokes legal possession of the property from the borrower.
 
MM/DD/YYYY
LIST_PRICE
The price at which an REO property is marketed.
2
No commas(,) or dollar signs ($)
LIST_DATE
The date an REO property is listed at a particular price.
 
MM/DD/YYYY
OFFER_AMT
The dollar value of an offer for an REO property.
2
No commas(,) or dollar signs ($)
OFFER_DATE_TIME
The date an offer is received by DA Admin or by the Servicer.
 
MM/DD/YYYY
REO_CLOSING_DATE
The date the REO sale of the property is scheduled to close.
 
MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE
Actual Date Of REO Sale
 
MM/DD/YYYY
OCCUPANT_CODE
Classification of how the property is occupied.
 
 
PROP_CONDITION_CODE
A code that indicates the condition of the property.
 
 
PROP_INSPECTION_DATE
The date a property inspection is performed.
 
MM/DD/YYYY
APPRAISAL_DATE
The date the appraisal was done.
 
MM/DD/YYYY
CURR_PROP_VAL
 The current "as is" value of the property based on brokers price opinion or appraisal.
2
 
REPAIRED_PROP_VAL
The amount the property would be worth if repairs are completed pursuant to a broker's price opinion or appraisal.
2
 
If applicable:
 
 
 
DELINQ_STATUS_CODE
FNMA Code Describing Status of Loan
   
DELINQ_REASON_CODE
The circumstances which caused a borrower to stop paying on a loan. Code indicates the reason why the loan is in default for this cycle.
   
MI_CLAIM_FILED_DATE
Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company.
 
MM/DD/YYYY
MI_CLAIM_AMT
Amount of Mortgage Insurance Claim Filed
 
No commas(,) or dollar signs ($)
MI_CLAIM_PAID_DATE
Date Mortgage Insurance Company Disbursed Claim Payment
 
MM/DD/YYYY
MI_CLAIM_AMT_PAID
Amount Mortgage Insurance Company Paid On Claim
2
No commas(,) or dollar signs ($)
POOL_CLAIM_FILED_DATE
Date Claim Was Filed With Pool Insurance Company
 
MM/DD/YYYY
POOL_CLAIM_AMT
Amount of Claim Filed With Pool Insurance Company
2
No commas(,) or dollar signs ($)
POOL_CLAIM_PAID_DATE
Date Claim Was Settled and The Check Was Issued By The Pool Insurer
 
MM/DD/YYYY
POOL_CLAIM_AMT_PAID
Amount Paid On Claim By Pool Insurance Company
2
No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE
 Date FHA Part A Claim Was Filed With HUD
 
MM/DD/YYYY
FHA_PART_A_CLAIM_AMT
 Amount of FHA Part A Claim Filed
2
No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE
 Date HUD Disbursed Part A Claim Payment
 
MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT
 Amount HUD Paid on Part A Claim
2
No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE
  Date FHA Part B Claim Was Filed With HUD
 
MM/DD/YYYY
FHA_PART_B_CLAIM_AMT
  Amount of FHA Part B Claim Filed
2
No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE
   Date HUD Disbursed Part B Claim Payment
 
MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT
 Amount HUD Paid on Part B Claim
2
No commas(,) or dollar signs ($)
VA_CLAIM_FILED_DATE
 Date VA Claim Was Filed With the Veterans Admin
 
MM/DD/YYYY
VA_CLAIM_PAID_DATE
 Date Veterans Admin. Disbursed VA Claim Payment
 
MM/DD/YYYY
VA_CLAIM_PAID_AMT
 Amount Veterans Admin. Paid on VA Claim
2
No commas(,) or dollar signs ($)
 
 
 

Exhibit 2: Standard File Codes - Delinquency Reporting
 

 
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
 
 
  ·
ASUM-
Approved Assumption
  · BAP-  Borrower Assistance Program
  ·  CO- Charge Off
  · 
DIL-
Deed-in-Lieu
  ·  FFA-  Formal Forbearance Agreement
  ·  MOD-  Loan Modification
  · 
PRE-
Pre-Sale
  · 
SS-
Short Sale
  ·  MISC-  Anything else approved by the PMI or Pool Insurer
 
 
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.
 
 
The Occupant Code field should show the current status of the property code as follows:
 
 
·
Mortgagor
 
 
·
Tenant
 
 
·
Unknown
 
 
·
Vacant
 
 
The Property Condition field should show the last reported condition of the property as follows:
 
· Damaged
· Excellent
· Fair
· Gone
· Good
· Poor
· Special Hazard
· Unknown



 

Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
 
 
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
 

Delinquency Code
Delinquency Description
001
FNMA-Death of principal mortgagor
002
FNMA-Illness of principal mortgagor
003
FNMA-Illness of mortgagor’s family member
004
FNMA-Death of mortgagor’s family member
005
FNMA-Marital difficulties
006
FNMA-Curtailment of income
007
FNMA-Excessive Obligation
008
FNMA-Abandonment of property
009
FNMA-Distant employee transfer
011
FNMA-Property problem
012
FNMA-Inability to sell property
013
FNMA-Inability to rent property
014
FNMA-Military Service
015
FNMA-Other
016
FNMA-Unemployment
017
FNMA-Business failure
019
FNMA-Casualty loss
022
FNMA-Energy environment costs
023
FNMA-Servicing problems
026
FNMA-Payment adjustment
027
FNMA-Payment dispute
029
FNMA-Transfer of ownership pending
030
FNMA-Fraud
031
FNMA-Unable to contact borrower
INC
FNMA-Incarceration





Exhibit 2: Standard File Codes - Delinquency Reporting, Continued

 
The FNMA Delinquent Status Code field should show the Status of Default as follows:
 

Status Code
Status Description
09
Forbearance
17
Pre-foreclosure Sale Closing Plan Accepted
24
Government Seizure
26
Refinance
27
Assumption
28
Modification
29
Charge-Off
30
Third Party Sale
31
Probate
32
Military Indulgence
43
Foreclosure Started
44
Deed-in-Lieu Started
49
Assignment Completed
61
Second Lien Considerations
62
Veteran’s Affairs-No Bid
63
Veteran’s Affairs-Refund
64
Veteran’s Affairs-Buydown
65
Chapter 7 Bankruptcy
66
Chapter 11 Bankruptcy
67
Chapter 13 Bankruptcy
 




EXHIBIT G

REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________


Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the Purchaser, the undersigned hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified below. The undersigned further certifies that:

(Check one of the items below)

_____ On _________________, the above captioned mortgage loan was paid in full or that the Company has been notified that payment in full has been or will be escrowed. The Company hereby certifies that all amounts with respect to this loan which are required under the Agreement have been or will be deposited in the Custodial Account as required.

_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Company hereby certifies that the repurchase price has been credited to the Custodial Account as required under the Agreement.

_____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the foreclosure action. The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.

_____ Other (explain)

_______________________________________________________
_______________________________________________________

All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.

Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original mortgage documents in your possession relating to this loan.

Dated:_________________

By:________________________________
Signature
___________________________________
Title

Send documents to: _____________________________________________
_____________________________________________
_____________________________________________

Acknowledgement:

Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have been returned and received by the Purchaser.


Dated:________________

By:________________________________
Signature

_______________________________
Title





EXHIBIT H

COMPANY’S UNDERWRITING GUIDELINES




EXHIBIT I
 
TERM SHEET

This TERM SHEET (the "Term Sheet") dated _____________, by and among American Home Mortgage Corporation, with offices located at 520 Broadhollow Road, Melville, New York 11747 (the “Company”), American Home Mortgage Servicing, Inc., with offices located at 4600 Regent Boulevard, Suite 200, Irving, Texas 75063 (the "Servicer"), and EMC Mortgage Corporation, a Delaware corporation, located at 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the "Purchaser") is made pursuant to the terms and conditions of that certain Purchase, Warranties and Servicing Agreement (the "Agreement") dated as of March 1, 2006, by and among the Company, the Servicer and the Purchaser, the provisions of which are incorporated herein as if set forth in full herein, as such terms and conditions may be modified or supplemented hereby. All initially capitalized terms used herein unless otherwise defined shall have the meanings ascribed thereto in the Agreement.

The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser, all of the Company’s right, title and interest in and to the Mortgage Loans on a servicing retained basis described on the Mortgage Loan Schedule annexed hereto as Schedule I, pursuant to and in accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter, the Servicer shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the Mortgage Loans pursuant to and in accordance with the terms and conditions set forth in the Agreement.

1. Definitions

For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms shall have the following meanings:

Aggregate Principal Balance
(as of the Cut-Off Date):    

Closing Date:    

Custodian:    

Cut-off Date:    

Initial Weighted Average
Mortgage Loan Remittance Rate:  

Mortgage Loan:    

Purchase Price Percentage:   

Servicing Fee Rate:   
Additional Closing Conditions: 

In addition to the conditions specified in the Agreement, the obligation of each of the Company and the Purchaser is subject to the fulfillment, on or prior to the applicable Closing Date, of the following additional conditions: [None].

Additional Loan Documents: 

In addition to the contents of the Mortgage File specified in the Agreement, the following documents shall be delivered with respect to the Mortgage Loans: [None]

[Additional] [Modification] of Representations and Warranties:
 
[In addition to the representations and warranties set forth in the Agreement, as of the date hereof, the Company makes the following additional representations and warranties with respect to the Mortgage Loans: [None]. [Notwithstanding anything to the contrary set forth in the Agreement, with respect to each Mortgage Loan to be sold on the Closing Date, the representation and warranty set forth in Section ______ of the Agreement shall be modified to read as follows:]

Except as modified herein, Section ______ of the Agreement shall remain in full force and effect as of the date hereof.
 



IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.
 

 
AMERICAN HOME MORTGAGE CORPORATION
     
 
By:
 
 
Name:
 
 
Title:
 


 
EMC MORTGAGE CORPORATION
     
 
By:
 
 
Name:
 
 
Title:
 
 

 
AMERICAN HOME MORTGAGE SERVICING, INC.
     
 
By:
 
 
Name:
 
 
Title:
 

  



SCHEDULE I

MORTGAGE LOAN SCHEDULE



EXHIBIT J

RECONSTITUTED MORTGAGE LOAN REPORTING


(a)
Servicer Mortgage Loan Number
(b)
FNMA Mortgage Loan Number (if applicable)
(c)
Lender/Seller Mortgage Loan Number (plus any other loan number)
(d)
Month end date/ date file created
(e)
Scheduled Beginning Balance
(f)
Actual Beginning Balance
(g)
Scheduled Ending Balance
(h)
Actual Ending Balance
(i)
Gross Rate (current gross rate)
(j)
Net Rate (current passthrough)
(k)
Last Payment Date (LPI_DATE in Fannie's Laser Reporting)
(l)
Next Due Date
(m)
Delinquency Month (if available)
(n)
Default Flag, i.e. FC, REO, etc. (if applicable)
(o)
Pay-In-Full Date (Mortgage Loan paid off by Mortgagor)
(p)
Foreclosure start date
(q)
Foreclosure end date
(r)
REO Property date
(s)
With respect to Liquidated Mortgage Loans:
 
(i)
claim date
 
(ii)
claim amount
 
(iii)
proceeds
 
(iv)
amount of loss or gain (as applicable)
 
(v)
the date of the loss or gain.
 
(vi)
the liquidation reason (paid in full or repurchased out of deal)
(t)
Fannie's Laser Reporting (For FNMA loans)
 
 
(i)
Action Code (for default or paid off Mortgage Loans; i.e. 60, 65, etc.)
 
(ii)
Action Date
 
(iii)
Remit Prin (submitted principal amount)
 
(iv)
Remit Int (submitted interest amount)
 
(v)
Pool/Invest indicator (indicating Schedule/Schedule or Actual/Actual pool)

 
 
 



EXHIBIT K

COMPANY’S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION

 The Servicer shall (i) possess the ability to service to a securitization documents; (ii) service on a “Scheduled/Scheduled” reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest payments on payoffs and curtailments, (iv) report to a Master Servicer in format acceptable to such Master Servicer by the 10th calendar day of each month, and (v) remit to a Master Servicer in format acceptable to such Master Servicer by the 18th calendar day of each month, and if such 18th calendar day is not a Business Day, the Business Day immediately preceding the 18th calendar day)..
.

 The Servicer shall provide an acceptable annual certification (officer’s certificate) to the Master Servicer (as required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents (i.e. the annual statement as to compliance/annual independent certified public accountants’ servicing report due by March 15 of each year).

 The Servicer shall allow for the Purchaser, the Master Servicer or their designee to perform a review of audited financials and net worth of the Servicer.

 The Servicer shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by the Master Servicer or the Purchaser.

 The Servicer shall provide information on each Custodial Account as requested by the Master Servicer or the Purchaser, and each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.

 The Servicer shall maintain its servicing system in accordance with the requirements of the Master Servicer.




EXHIBIT L

FORM OF COMPANY CERTIFICATION

Re: The [     ] agreement dated as of [     l, 200[     ] (the “Agreement”), among [IDENTIFY PARTIES]

I, ____________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that:

I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Company Servicing Information”);

Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and

The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.



EXHIBIT M

SUMMARY OF REGULATION AB
SERVICING CRITERIA

NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of this Exhibit M and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.

Item 1122(d)
 
 
(a)
General servicing considerations.
 
(1) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
 
(2) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
 
(3) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
 
(4) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
 
 
(b)
Cash collection and administration.
 
(1) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
 
(2) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
 
(3) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
 
(4) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
 
(5) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
 
(6) Unissued checks are safeguarded so as to prevent unauthorized access.
 
(7) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
 
 
(c)
Investor remittances and reporting.
 
(1) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
 
(2) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
 
(3) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
 
(4) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
 
 
(d)
Mortgage Loan administration.
 
(1) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
 
(2) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
 
(3) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
 
(4) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
 
(5) The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
 
(6) Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.
 
(7) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
 
(8) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
 
(9) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
 
(10) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.
 
(11) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
 
(12) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
 
(13) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number of days specified in the transaction agreements.
 
(14) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements.
 
(15) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.




EXHIBIT N

SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS

NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of this Exhibit N and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
 
Item 1105(a)(1)-(3) and (c)

-Provide static pool information with respect to mortgage loans that were originated or purchased by the Company and which are of the same type as the Mortgage Loans.
 
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for prior securitized pools of the Company.
 
-If the Company has less than 3 years experience securitizing assets of the same type as the Mortgage Loans, provide the static pool information by vintage origination years regarding loans originated or purchased by the Company, instead of by prior securitized pool. A vintage origination year represents mortgage loans originated during the same year.
 
-Such static pool information shall be for the prior five years, or for so long as the Company has been originating or purchasing (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such mortgage loans if for less than five years.
 
-The static pool information for each vintage origination year or prior securitized pool, as applicable, shall be presented in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.
 
-Provide summary information for the original characteristics of the prior securitized pools or vintage origination years, as applicable and material, including: number of pool assets, original pool balance, weighted average initial loan balance, weighted average mortgage rate, weighted average and minimum and maximum FICO, product type, loan purpose, weighted average and minimum and maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
 

Item 1108(b) and (c)

Provide the following information with respect to each servicer that will service, including interim service, 20% or more of the mortgage loans in any loan group in the securitization issued in the Securitization Transaction:
 
-a description of the Company’s form of organization;
 
-a description of how long the Company has been servicing residential mortgage loans; a general discussion of the Company’s experience in servicing assets of any type as well as a more detailed discussion of the Company’s experience in, and procedures for the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size, composition and growth of the Company’s portfolio of mortgage loans of the type similar to the Mortgage Loans and information on factors related to the Company that may be material to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred as to any other securitization due to any act or failure to act of the Company, whether any material noncompliance with applicable servicing criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;
 
-a description of any material changes to the Company’s policies or procedures in the servicing function it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past three years;
 
-information regarding the Company’s financial condition to the extent that there is a material risk that the effect on one or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the securities issued in the Securitization Transaction, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
 
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Company’s processes and procedures designed to address such factors;
 
-statistical information regarding principal and interest advances made by the Company on the Mortgage Loans and the Company’s overall servicing portfolio for the past three years; and
 
-the Company’s process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO Properties, foreclosure, sale of the Mortgage Loans or workouts.
 
Item 1110(a)

-Identify any originator or group of affiliated originators that originated, or is expected to originate, 10% or more of the mortgage loans in any loan group in the securitization issued in the Securitization Transaction.
 

Item 1110(b)

Provide the following information with respect to any originator or group of affiliated originators that originated, or is expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Securitization Transaction:
 
-the Company’s form of organization; and
 
-a description of the Company’s origination program and how long the Company has been engaged in originating residential mortgage loans, which description must include a discussion of the Company’s experience in originating mortgage loans of the same type as the Mortgage Loans and information regarding the size and composition of the Company’s origination portfolio as well as information that may be material to an analysis of the performance of the Mortgage Loans, such as the Company’s credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
 

Item 1117

-describe any legal proceedings pending against the Company or against any of its property, including any proceedings known to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Securitization Transaction.
 

Item 1119(a)

-describe any affiliations of the Company, each other originator of the Mortgage Loans and each Subservicer with the sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support provider or any other material parties related to the Securitization Transaction.
 

Item 1119(b)

-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the ordinary course of business or on terms other than those obtained in an arm’s length transaction with an unrelated third party, apart from the Securitization Transaction, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has existed during the past two years, that may be material to the understanding of an investor in the securities issued in the Securitization Transaction.
 
Item 1119(c)

-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the Mortgage Loans or the Securitization Transaction, including the material terms and approximate dollar amount involved, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
 



EXHIBIT O

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Servicing Criteria
Applicable Servicing Criteria
Reference
Criteria
 
 
General Servicing Considerations
 
1122(d)(1)(i)
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
X
1122(d)(1)(ii)
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
X
1122(d)(1)(iii)
Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
 
1122(d)(1)(iv)
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
X
 
Cash Collection and Administration
 
1122(d)(2)(i)
Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
X
1122(d)(2)(ii)
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
X
1122(d)(2)(iii)
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
X
1122(d)(2)(iv)
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
X
1122(d)(2)(v)
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
X
1122(d)(2)(vi)
Unissued checks are safeguarded so as to prevent unauthorized access.
X
1122(d)(2)(vii)
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
X
 
Investor Remittances and Reporting
 
1122(d)(3)(i)
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
X
1122(d)(3)(ii)
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
X
1122(d)(3)(iii)
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
X
1122(d)(3)(iv)
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
X
 
Pool Asset Administration
 
1122(d)(4)(i)
Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
X
1122(d)(4)(ii)
Mortgage loan and related documents are safeguarded as required by the transaction agreements
X
1122(d)(4)(iii)
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
X
1122(d)(4)(iv)
Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
X
1122(d)(4)(v)
The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
X
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
X
1122(d)(4)(vii)
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
X
1122(d)(4)(viii)
Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
X
1122(d)(4)(ix)
Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
X
1122(d)(4)(x)
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.
X
1122(d)(4)(xi)
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
X
1122(d)(4)(xii)
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
X
1122(d)(4)(xiii)
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
X
1122(d)(4)(xiv)
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
X
1122(d)(4)(xv)
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
 
 
 
 
 
 

 
[WELLS FARGO BANK, N.A.] [U.S. Bank National Association]
     
  Date:  
     
 
By:
 
 
Name:
 
 
Title:
 
 



EXHIBIT P

REPORTING DATA FOR REALIZED LOSSES AND GAINS

Calculation of Realized Loss/Gain Form 332- Instruction Sheet

NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages are due on the remittance report date. Late submissions may result in claims not being passed until the following month. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.

 
The numbers on the 332 form correspond with the numbers listed below.
 
Liquidation and Acquisition Expenses:
 
1.            The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
 
 
2.           The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
3.            Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
4-12.        Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses -  copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13.           The total of lines 1 through 12.
Credits:
 
14-21.      Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form            
 
 
22.
The total of lines 14 through 21.
 
 
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.
 
Total Realized Loss (or Amount of Any Gain)
 
23.           The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ).
 
Calculation of Realized Loss/Gain Form 332
 
Prepared by: __________________
Date: _______________
Phone: ______________________
Email Address:_____________________
 
Servicer Loan No.
 
Servicer Name
 
Servicer Address
 
 
WELLS FARGO BANK, N.A. Loan No._____________________________
 
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
 
Liquidation Type: REO Sale   3rd Party Sale  Short Sale     Charge Off 
 
Was this loan granted a Bankruptcy deficiency or cramdown  Yes      No
If “Yes”, provide deficiency or cramdown amount _______________________________
 
Liquidation and Acquisition Expenses:
       
(1)
Actual Unpaid Principal Balance of Mortgage Loan
$ ______________
(1)
(2)
Interest accrued at Net Rate
________________
(2)
(3)
Accrued Servicing Fees
________________
(3)
(4)
Attorney's Fees
________________
(4)
(5)
Taxes
________________
(5)
(6)
Property Maintenance
________________
(6)
(7)
MI/Hazard Insurance Premiums
________________
(7)
(8)
Utility Expenses
________________
(8)
(9)
Appraisal/BPO
________________
(9)
(10)
Property Inspections
________________
(10)
(11)
FC Costs/Other Legal Expenses
________________
(11)
(12)
Other (itemize)
$________________
(12)
Cash for Keys__________________________
 
________________
 
HOA/Condo Fees_______________________
 
________________
 
______________________________________
 
________________
 
______________________________________
 
________________
 
Total Expenses
 
$ _______________
(13)
Credits:
     
(14)
Escrow Balance
$ _______________
(14)
(15)
HIP Refund
________________
(15)
(16)
Rental Receipts
________________
(16)
(17)
Hazard Loss Proceeds
________________
(17)
(18)
Primary Mortgage Insurance Proceeds
________________
(18)
 
HUD Part A
________________
(18a)
 
HUD Part B
________________
(18b)
(19)
Pool Insurance Proceeds
________________
(19)
(20)
Proceeds from Sale of Acquired Property
________________
(20)
(21)
Other (itemize)
________________
(21)
_________________________________________
 
_________________
 
_________________________________________
 
_________________
 
Total Credits
$________________
(22)
 
Total Realized Loss (or Amount of Gain)
$________________
(23)
 
 
Escrow Disbursement Detail


Type
(Tax /Ins.)
Date Paid
Period of Coverage
Total Paid
Base Amount
Penalties
Interest
             
             
             
             
             
             
             
             

 
 


EXHIBIT Q-2
 
HSBC SERVICING AGREEMENT
 
 


 
EMC MORTGAGE CORPORATION
Purchaser,


HSBC MORTGAGE CORPORATION (USA)
Company,

AMENDED AND RESTATED
PURCHASE, WARRANTIES AND SERVICING AGREEMENT

Dated as of September 1, 2005

 
(Fixed and Adjustable Rate Mortgage Loans)




TABLE OF CONTENTS
 
ARTICLE I
   
   
Section 1.01
Defined Terms
   
ARTICLE II
   
Section 2.01
Agreement to Purchase
Section 2.02
Purchase Price
Section 2.03
Servicing of Mortgage Loans
Section 2.04
Record Title and Possession of Mortgage Files; Maintenance of Servicing Files
Section 2.05
Books and Records
Section 2.06
Transfer of Mortgage Loans
Section 2.07
Delivery of Mortgage Loan Documents
Section 2.08
Quality Control Procedure
Section 2.09
Near-term Principal Prepayments; Near Term Payment Defaults
Section 2.10
Modification of Obligations
   
ARTICLE III
   
Section 3.01
Representations and Warranties of the Company
Section 3.02
Representations and Warranties as to Individual Mortgage Loans
Section 3.03
Repurchase; Substitution
Section 3.04
Representations and Warranties of the Purchaser
   
ARTICLE IV
   
Section 4.01
Company to Act as Servicer
Section 4.02
Collection of Mortgage Loan Payments
Section 4.03
Realization Upon Defaulted Mortgage Loans
Section 4.04
Establishment of Custodial Accounts; Deposits in Custodial Accounts
Section 4.05
Permitted Withdrawals from the Custodial Account
Section 4.06
Establishment of Escrow Accounts; Deposits in Escrow Accounts
Section 4.07
Permitted Withdrawals From Escrow Account
Section 4.08
Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies; Collections Thereunder
Section 4.09
Transfer of Accounts 
Section 4.10
Maintenance of Hazard Insurance
Section 4.11
Maintenance of Mortgage Impairment Insurance Policy
Section 4.12
Fidelity Bond, Errors and Omissions Insurance
Section 4.13
Title, Management and Disposition of REO Property
Section 4.14
Notification of Maturity Date
   
ARTICLE V
   
Section 5.01
Distributions
Section 5.02
Statements to the Purchaser
Section 5.03
Monthly Advances by the Company
Section 5.04
Liquidation Reports
   
ARTICLE VI
   
Section 6.01
Assumption Agreements
Section 6.02
Satisfaction of Mortgages and Release of Mortgage Files
Section 6.03
Servicing Compensation
Section 6.04
Annual Statement as to Compliance
Section 6.05
Annual Independent Certified Public Accountants’ Servicing Report
Section 6.06
Purchaser’s Right to Examine Company Records
   
ARTICLE VII
   
Section 7.01
Company Shall Provide Information as Reasonably Required
   
ARTICLE VIII
   
Section 8.01
Indemnification; Third Party Claims
Section 8.02
Merger or Consolidation of the Company
Section 8.03
Limitation on Liability of the Company and Others
Section 8.04
Company Not to Assign or Resign
Section 8.05
No Transfer of Servicing
   
ARTICLE IX
   
Section 9.01
Events of Default
Section 9.02
Waiver of Defaults
   
ARTICLE X
   
Section 10.01
Termination
Section 10.02
Termination without cause
   
ARTICLE XI
   
Section 11.01
Successor to the Company
Section 11.02
Amendment
Section 11.03
Recordation of Agreement
Section 11.04
Governing Law
Section 11.05
Notices
Section 11.06
Severability of Provisions
Section 11.07
Exhibits
Section 11.08
General Interpretive Principles
Section 11.09
Reproduction of Documents
Section 11.10
Confidentiality of Information
Section 11.11
Recordation of Assignment of Mortgage
Section 11.12
Assignment by Purchaser
Section 11.13
No Partnership
Section 11.14
Execution: Successors and Assigns
Section 11.15
Entire Agreement
Section 11.16
No Solicitation
Section 11.17
Closing
Section 11.18
Cooperation of Company with Reconstitution
Section 11.19
Monthly Reporting with Respect to a Reconstitution

EXHIBITS

A
Contents of Mortgage File
B
Custodial Account Letter Agreement
C
Escrow Account Letter Agreement
D
Form of Assignment, Assumption and Recognition Agreement
E
Form of Trial Balance
F
[reserved]
G
Request for Release of Documents and Receipt
H
Company’s Underwriting Guidelines
I
Form of Term Sheet
J
Reconstituted Mortgage Loan Reporting






 
This is an Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of September 1, 2005, which amends and restates the Purchase, Warranties and Servicing Agreement, originally dated May 1, 2002, each between EMC MORTGAGE CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the "Purchaser") and HSBC Mortgage Corporation (USA), with offices located at 2929 Walden Avenue, Depew, New York 14043 (the "Company").
 
W I T N E S S E T H :
 
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;

WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed to the related Term Sheet; and

WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of the Company with respect to itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:







ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meaning specified in this Article:

Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.

Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.

Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.

Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae and FHLMC, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of FANNIE MAE and FHLMC. However in the case of a mortgage made on property in New York State value will always be determined by the appraisal for determining any requirement for primary mortgage insurance only.

Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or transfer of the Mortgage Loan.
 
BIF: The Bank Insurance Fund, or any successor thereto.

Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York or (iii) a day on which banks in the State of New York are authorized or obligated by law or executive order to be closed.


Buydown Agreement: An agreement between the Seller and a Mortgagor, or an agreement among the Company, a Mortgagor and a seller of a Mortgaged Property or a third party with respect to a Mortgage Loan which provides for the application of Buydown Funds.

Buydown Funds: In respect of any Buydown Mortgage Loan, any amount contributed by seller of a Mortgaged Property subject to a Buydown Mortgage Loan, the buyer of such property, the Company or any other source, plus interest earned thereon, in order to enable the Mortgagor to reduce the payments required to be made from the mortgagor’s fund in the early years of a Mortgage Loan.

Buydown Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to a Buydown Agreement, (i) the Mortgagor pays less than the full monthly payments specified in the Mortgage Note for a specified period, and (ii) the difference between the payments required under such Buydown Agreement and the Mortgage Note is provided from Buydown Funds.

Buydown Period: The period of time when a Buydown Agreement is in effect with respect to a related Buydown Mortgage Loan.

Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
 
Code:  The Internal Revenue Code of 1986, or any successor statute thereto.

Company: HSBC Mortgage Corporation (USA), their successors in interest and assigns, as permitted by this Agreement.

Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

Confirmation: The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.

Consumer Information:  Information including, but not limited to, all personal information about Mortgagors that is supplied to the Purchaser by or on behalf of the Company.

Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating to the stock allocated to the related dwelling unit.

Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.

Credit Score: The credit score of the Mortgagor provided by Fair, Isaac & Company, Inc. or such other organization providing credit scores as per HSBC underwriting/program guidelines in affect at the time of the origination of a Mortgage Loan.
 
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the Company (by an appraiser who met the requirements of the Company and Fannie Mae) at the request of a Mortgagor for the purpose of canceling a Primary Mortgage Insurance Policy in accordance with federal, state and local laws and regulations or otherwise made at the request of the Company or Mortgagor.

Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current Appraised Value of the Mortgaged Property.

Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be entitled "[_____________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
 
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns, as custodian for the Purchaser.

Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day) of the month of the related Remittance Date.

Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace, which is the first day of the month.

Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month of such Remittance Date and ending on the first day of the month of the Remittance Date.

Eligible Account: An account established and maintained: (i) within FDIC insured accounts created, maintained and monitored by the Company so that all funds deposited therein are fully insured, or (ii) as a trust account with the corporate trust department of a depository institution or trust company organized under the laws of the United States of America or any one of the states thereof or the District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an entity which is an institution whose deposits are insured by the FDIC, the unsecured and uncollateralized long-term debt obligations of which shall be rated “A2” or higher by Standard & Poor’s and “A” or higher by Fitch, Inc. or one of the two highest short-term ratings by any applicable Rating Agency, and which is either (a) a federal savings association duly organized, validly existing and in good standing under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking laws of any state, (c) a national banking association under the federal banking laws, or (d) a principal subsidiary of a bank holding company, or (iv) if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans shall be fully protected against the claims of any creditors of the Company (or any sub-servicer) and of any creditors or depositors of the institution in which such account is maintained or (v) in a separate non-trust account without FDIC or other insurance in an Eligible Institution. In the event that a Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the Company shall provide the Purchaser with written notice on the Business Day following the date on which the applicable institution fails to meet the applicable ratings requirements.

Eligible Institution: An institution having (i) the highest short-term debt rating, and one of the two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt ratings of each Rating Agency.

Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding principal balance of the existing mortgage loan as defined in the HSBC underwriting manual in effect at the time of origination.

Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be entitled "__________________, in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.

Fannie Mae: The Federal National Mortgage Association, or any successor thereto.

Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions thereto.

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

FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.

FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.

Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.

FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.

First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in which the related Closing Date occurs.

GAAP: Generally accepted accounting principles, consistently applied.

HUD: The United States Department of Housing and Urban Development or any successor.

Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the interest rate thereon.

Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum increase or decrease in the Mortgage Interest Rate on the first Adjustment Date.

Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

Interest Only Mortgage Loan: A Mortgage Loan that requires payment of interest for a period of time specified on the related Mortgage Note during the interest-only period followed by full amortization of the remaining balance for the remaining duration of the loan.
 
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over the term of such Mortgage Loan.

Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of the Mortgage Loan, to the lower of the Appraised Value or the Sales Price of the Mortgaged Property. However, in the case of a mortgage made on property in New York State, value will always be determined by the appraisal for determining any requirement for primary mortgage insurance only.

Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in each related Mortgage Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.

MERS: Mortgage Electronic Registration System, Inc., a subsidiary of MERSCORP, Inc.
 
 
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
 

MERS® System: The electronic mortgage registration system maintained by MERS.
 
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
 
MOM Mortgage: A Mortgage Loan naming MERS as the original mortgagee on the mortgage security instrument.
 
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.

Monthly Payment: The scheduled monthly payment of principal (if applicable) and interest on a Mortgage Loan which is payable by a Mortgagor under the related Mortgage Note.

Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note.

Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A hereto and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as required by Section 4.11.

Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.

Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.

Mortgage Loan Documents: The documents listed in Exhibit A.

Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate.

Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such schedule setting forth the following information with respect to each Mortgage Loan in the related Mortgage Loan Package:

(1) the Company's Mortgage Loan identifying number;

(2) the Mortgagor's first and last name;

(3)  the street address of the Mortgaged Property including the city, state and zip code;

(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;

(5) the type of residential property constituting the Mortgaged Property;

(6)  the original months to maturity of the Mortgage Loan;

(7)  the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule;

(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;

(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the Lifetime Rate Cap;

(10) the Origination Date of the Mortgage Loan;

(11) the stated maturity date;

(12) the amount of the Monthly Payment at origination;

(13) the amount of the Monthly Payment as of the related Cut-off Date;

(14) the original principal amount of the Mortgage Loan;

(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date, after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;

(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out refinance);

(17) a code indicating the documentation style (i.e. full, alternative, etc.);

(18) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment has been received after the month of its scheduled due date;

(19) the date on which the first payment is or was due;

(20)  a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the name of the related insurance carrier;

(21)  a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;

(22)  the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage Loan.

(23)  product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);

(24)  credit score and/or mortgage score, if applicable;

(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy;

(26)  a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;

(27)  the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable; 

(28)  for any Mortgage Loan originated in the State of New Jersey prior to July 7, 2004, whether such Mortgage Loan is a “Home Loan”, “Covered Home Loan”, “Manufactured Housing” or “Home Improvement Loan” as defined in the New Jersey Home Ownership Security Act of 2002; and

(29)  whether the Mortgage Loan has a mandatory arbitration clause;

(30)  a code indicating whether the Mortgage Loan is a MERS Mortgage Loan;

(31)  MERS #, if applicable.

With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the related Term Sheet shall set forth the following information, as of the related Cut-off Date:

(1) the number of Mortgage Loans;

(2) the current aggregate outstanding principal balance of the Mortgage Loans;

(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;

(4) the weighted average maturity of the Mortgage Loans; and

(5)  the weighted average months to next Adjustment Date;
 
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single parcel of real estate considered to be real estate under the laws of the state in which such real property is located which may include condominium units and planned unit developments, improved by a residential dwelling; except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, a leasehold estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.

Mortgagor: The obligor on a Mortgage Note.

OCC: Office of the Comptroller of the Currency, its successors and assigns.

Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.

Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is being given, reasonably acceptable to the Purchaser.

Origination Date: The date on which a Mortgage Loan funded, which date shall not, in connection with a Refinanced Mortgage Loan, be the date of the funding of the debt being refinanced, but rather the closing of the debt currently outstanding under the terms of the Mortgage Loan Documents.

OTS: Office of Thrift Supervision, its successors and assigns.

Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.

Permitted Investments: Any one or more of the following obligations or securities:

(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America;

 
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institu-tion or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;

 
(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above;

 
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof that are rated in one of the two highest rating categories by each Rating Agency at the time of such in-vestment or contractual commitment providing for such investment; provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investments therein will cause the then outstanding principal amount of secur-ities issued by such corporation and held as Permitted Investments to exceed 10% of the aggregate outstand-ing principal balances of all of the Mortgage Loans and Permitted Investments;

 
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obliga-tions payable on demand or on a specified date not more than one year after the date of issuance there-of) which are rated in one of the two highest rating categories by each Rating Agency at the time of such investment;

 
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to each Rating Agency as evidenced in writing by each Rating Agency; and

 
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United States of America or any agency or instru-ment-al-ity of the United States of America the obligations of which are backed by the full faith and credit of the United States of America (which may include repurchase obligations secured by collateral described in clause (i)) and other securities and which money market funds are rated in one of the two highest rating categories by each Rating Agency.

provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to receive only interest payments with respect to the ob-li-ga-tions underlying such instrument or if such security provides for payment of both principal and interest with a yield to matur-ity in excess of 120% of the yield to maturity at par or if such investment or security is purchased at a price greater than par.

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

Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a Principal Prepayment during the related Prepayment Period, an amount equal to the excess of one month’s interest at the applicable Mortgage Loan Remittance Rate on the amount of such Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.

Prepayment Period: With respect to any Remittance Date, the calendar month preceding the month in which such Remittance Date occurs.

Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.

Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street Journal (Northeast Edition).

Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in advance of its scheduled Due Date, excluding any prepayment penalty, and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
 
Purchase Price: As defined in Section 2.02.

Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.

Qualified Appraiser: An appraiser who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and the regulations promulgated thereunder and the requirements of Fannie Mae, all as in effect on the date the Mortgage Loan was originated.

Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided, approved as an insurer by Fannie Mae or FHLMC.

Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities, if any.
 
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which are not in excess of the existing first mortgage, as outlined in the HSBC Underwriting Guidelines in effect at the time of origination.

REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.

REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through 860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to time.

Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day.

REO Disposition: The final sale by the Company of any REO Property.

REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.

REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the greater of 100% or the percentage of par as stated in the Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on the repurchase date, plus (ii) interest on such outstanding principal balance at the Mortgage Loan Remittance Rate from the last date through which interest has been paid and distributed to the Purchaser to the end of the month of repurchase,; less amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.

SAIF: The Savings Association Insurance Fund, or any successor thereto.

Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the Mortgagor to acquire the related Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.

Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Company specifies the Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request, provides documentation supporting such expense (which documentation would be acceptable to Fannie Mae), and provided further that any such enforcement, administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the Company hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any expenses reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in accordance with the terms of this Agreement and (f) compliance with the obligations under Section 4.08.

Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment collected by the Company, or as otherwise provided under Section 4.05 and in accordance with the Fannie Mae Guide(s). Any fee payable to the Company for administrative services related to any REO Property as described in Section 4.13 shall be payable from Liquidation Proceeds of the related REO Property.

Servicing Fee Rate: As set forth in the Term Sheet.

Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all documents in the Mortgage File which are not delivered to the Purchaser and copies of the Mortgage Loan Documents listed in Exhibit A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.

Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such list may from time to time be amended.

Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received, minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries of principal or advances in lieu thereof.

Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any subservicer shall meet the qualifications set forth in Section 4.01.

Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.

Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be executed and delivered by the Company and the Purchaser to provide for the sale and servicing pursuant to the terms of this Agreement of the Mortgage Loans listed on Schedule I attached thereto, which supplemental agreement shall contain certain specific information relating to such sale of such Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.


ARTICLE II

PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS

Section 2.01 Agreement to Purchase.

The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate Stated Principal Balance on the related Cut-off Date set forth in the related Term Sheet in an amount as set forth in the Confirmation, or in such other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall deliver the related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to be purchased on the related Closing Date to the Purchaser at least two (2) Business Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.

Section 2.02 Purchase Price.

The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the Confirmation (subject to adjustment as provided therein), multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage Loan listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected.

In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds.

Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Company or any successor servicer after the related Cut-off Date shall belong to the Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Company to the Purchaser.

Section 2.03 Servicing of Mortgage Loans.

Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby agree to directly service the Mortgage Loans listed on the related Mortgage Loan Schedule attached to the related Term Sheet subject to the terms of this Agreement and the related Term Sheet. The rights of the Purchaser to receive payments with respect to the related Mortgage Loans shall be as set forth in this Agreement.

Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.

As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Section 2.05  Books and Records.

The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans that shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local laws, rules and regulations, and requirements of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by Fannie Mae or FHLMC, and periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche.

The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.

In addition to the foregoing, Company shall provide to any supervisory agents or examiners that regulate Purchaser, including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable advance notice to Company and without charge to Company or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be required by any applicable regulator.

Section 2.06. Transfer of Mortgage Loans.

The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Section 2.07 Delivery of Mortgage Loan Documents.

The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance with the terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (16) (including those listed in (B) relating to Co-op Loans) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3) Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto, together with all other documents executed in connection with the Mortgage Loan that Company may have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon receipt thereof and in any case not later than 180 days from the related Closing Date, deliver such original documents, including original recorded documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 270 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Company shall continue to use its best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not delivered by the 360th day from the date of the related Closing Date, the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof.

The Company shall pay all initial recording fees, if any, for the assignments of mortgage and any other fees in connection with the transfer of all original documents to the Purchaser or its designee. Company shall prepare, in recordable form, all assignments of mortgage necessary to assign the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for recording the assignments of mortgage.

Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's obligations hereunder.

If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Company which may be given in the exception report or the certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage Loan in accordance with Section 3.03.

The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation.

From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee. Purchaser shall, or shall cause its designee, upon the written request of the Company, within ten (10) Business Days, deliver to the Company, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser. Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage, or misplacement of any documentation delivered to Company pursuant to this paragraph.
 
In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees that it will cause, at its own expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Company to the Purchaser in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Company further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

Section 2.08 Quality Control Procedures.

The Company must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults

In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three months after the related Closing Date, the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such Principal Prepayment in full. Such remittance shall be made by the Company to Purchaser no later than the third Business Day following receipt of such Principal Prepayment by the Company.

In the event the first scheduled Monthly Payment which is due under any Mortgage Loan after the related Cut-off Date is not made during the month in which such Monthly Payment is due, then not later than five (5) Business Days after notice to the Company by Purchaser (and at Purchaser’s sole option), the Company, shall repurchase such Mortgage Loan from the Purchaser pursuant to the repurchase provisions contained in this Subsection 3.03.
 
Section 2.10  Modification of Obligations. Purchaser may, without any notice to Company, extend, compromise, renew, release, change, modify, adjust or alter, by operation of law or otherwise, any of the obligations of the Mortgagors or other persons obligated under a Mortgage Loan without releasing or otherwise affecting the obligations of Company under this Agreement, or with respect to such Mortgage Loan, except to the extent Purchaser’s extension, compromise, release, change, modification, adjustment, or alteration affects Company’s ability to collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the extent such action has such effect.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

Section 3.01 Representations and Warranties of the Company.

The Company represents, warrants and covenants to the Purchaser that, as of the related Closing Date or as of such date specifically provided herein:

(a) The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon such Company by any such state, and in any event such Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
 
(b) The Company has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and delivered this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this Agreement and the related Term Sheet and each Assignment to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Company to make this Agreement and the related Term Sheet and all agreements contemplated hereby valid and binding upon the Company in accordance with their terms;

(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the origination or purchase of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Company or its properties are subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.

(d) There is no litigation, suit, proceeding or investigation pending or, to the best of Company’s knowledge, threatened, or any order or decree outstanding, with respect to the Company which, either in any one instance or in the aggregate, is reasonably likely to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Company.

(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet, or the sale of the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;

(f) The consummation of the transactions contemplated by this Agreement or the related Term Sheet is in the ordinary course of business of the Company and Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

(g) The origination and servicing practices used by the Company and any prior originator or servicer with respect to each Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents, and in all material respects proper and prudent in the mortgage origination and servicing business. Each Mortgage Loan has been serviced in all material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that the Company, on behalf of an investor, is entitled to collect, all such payments are in the possession of, or under the control of, the Company, and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note;

(h) The Company used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;

(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes;

(j) Company is an approved seller/servicer of residential mortgage loans for Fannie Mae, FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Company is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital requirements set forth by the OCC, and is in good standing to sell mortgage loans to and service mortgage loans for Fannie Mae and FHLMC and no event has occurred which would make Company unable to comply with eligibility requirements or which would require notification to either Fannie Mae or FHLMC;

(k) The Company does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement or the related Term Sheet. The Company is solvent and the sale of the Mortgage Loans will not cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the Company's creditors;

(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Company pursuant to this Agreement or the related Term Sheet or in connection with the transactions contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading in any material respect;

(m)  The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received by Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet constitutes fair consideration for the Mortgage Loans under current market conditions.

(n)  Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years. All such financial information fairly presents the pertinent results of operations and financial position for the period identified and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the business, operations, financial condition, properties or assets of the Company since the date of the Company’s financial information that would have a material adverse effect on its ability to perform its obligations under this Agreement;

(o)  The Company has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans; and

(p) At the time any Mortgage Loan is registered by the Company with MERS, the Company will be a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS.

Section 3.02 Representations and Warranties as to Individual Mortgage Loans.

References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated Principal Balances of the Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence). The Company hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:

   (a) The information set forth in the Mortgage Loan Schedule attached to the related Term Sheet is true, complete and correct in all material respects as of the related Cut-Off Date;

(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first priority ownership interest in an estate in fee simple in real property securing the related Mortgage Note subject to principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights of creditors;

(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made as of the related Closing Date; the Mortgage Loan has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Company has not advanced its own funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan. As of the related Closing Date, all of the Mortgage Loans will have an actual interest paid to date of their related Cut-off Date(or later) and will be due for the scheduled monthly payment next succeeding the Cut-off Date (or later), as evidenced by a posting to Company's servicing collection system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the related Closing Date. For purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the Mortgagor in the month such payment was due;

(d) There are no defaults by Company in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due and payable;

(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed except in connection with a modification agreement and which modification agreement is part of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the terms thereof except in connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or modification has been approved by the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to the extent required by the related policies;

(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; and as of the related Closing Date the Mortgagor was not a debtor in any state or federal bankruptcy or insolvency proceeding;

(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer acceptable under the Fannie Mae or FHLMC Guides, against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae or FHLMC Guide, as well as all additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard policies are in full force and effect and contain a standard mortgagee clause naming the Company and its successors in interest and assigns as loss payee and such clause is still in effect and all premiums due thereon have been paid. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC requirements, as well as all additional requirements set forth in Section 4.10 of this Agreement. Such policy was issued by an insurer acceptable under Fannie Mae or FHLMC guidelines. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. Neither the Company (nor any prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has impaired or would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either;

(h) Each Mortgage Loan complies with, and the Company has complied with, applicable local, state and federal laws, regulations and other requirements including, without limitation, usury, equal credit opportunity, real estate settlement procedures, the Federal Truth-In-Lending Act, disclosure laws and all applicable predatory and abusive lending laws and consummation of the transactions contemplated hereby, including without limitation, the receipt of interest by the owner of such Mortgage Loan, will not involve the violation of any such laws, rules or regulations. None of the Mortgage Loans are (a) Mortgage Loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994, as amended, or (b) except as may be provided in subparagraph (c) below, classified and/or defined, as a “high cost”, “threshold”, “predatory” “high risk home loan” or “covered” loan (or a similarly classified loan using different terminology under a law imposing additional legal liability for mortgage loans having high interest rates, points and or/fees) under any other state, federal or local law including, but not limited to, the States of Georgia, New York, North Carolina, Arkansas, Kentucky or New Mexico, or (c) Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (the “Act”), unless such Mortgage Loan is a (1) “Home Loan” as defined in the Act that is a first lien Mortgage Loan, which is not a “High Cost Home Loan” as defined in the Act or (2) “Covered Home Loan” as defined in the Act that is a first lien purchase money Mortgage Loan, which is not a High Cost Home Loan under the Act. In addition to and notwithstanding anything to the contrary herein, no Mortgage Loan for which the Mortgaged Property is located in New Jersey is a Home Loan as defined in the Act that was made, arranged, or assigned by a person selling either a manufactured home or home improvements to the Mortgaged Property or was made by an originator to whom the Mortgagor was referred by any such seller. Each Mortgage Loan is being (and has been) serviced in accordance with Accepted Servicing Practices and applicable state and federal laws, including, without limitation, the Federal Truth-In-Lending Act and other consumer protection laws, real estate settlement procedures, usury, equal credit opportunity and disclosure laws. Company shall maintain in its possession, available for the Purchaser’s inspection, as appropriate, and shall deliver to the Purchaser or its designee upon demand, evidence of compliance with all such requirements;

(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company waived any default resulting from any action or inaction by the Mortgagor;

(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are referred to in the lender’s title insurance policy delivered to the originator or otherwise considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein, and the Company has the full right to sell and assign the same to the Purchaser;

(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms acceptable to Fannie Mae and FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of Company or the Mortgagor, or on the part of any other party involved in the origination or servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the Purchaser, the Company will retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the Purchaser’s designee in trust only for the purpose of servicing and supervising the servicing of the Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage, were not subject to an assignment, sale or pledge to any person other than Purchaser, and the Company had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan as set forth in this Agreement. After the related Closing Date, the Company will not have any right to modify or alter the terms of the sale of the Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;

(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy or insurance acceptable to Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to Fannie Mae or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such lender's title insurance policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the Company's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder or servicer of the related Mortgage, including the Company, nor any Mortgagor, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default, breach, violation or event permitting acceleration;

(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to or equal to the lien of the related Mortgage;

(p) All improvements subject to the Mortgage which were considered in determining the appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply with all applicable zoning and subdivision laws and ordinances;

(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with, the Company’s underwriting guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth in the related Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder;

(r) The Mortgaged Property is not subject to any material damage. At origination of the Mortgage Loan there was not, since origination of the Mortgage Loan there has not been, and there currently is no proceeding pending for the total or partial condemnation of the Mortgaged Property. The Company has not received notification that any such proceedings are scheduled to commence at a future date;

(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale or attempted sale after default by the Mortgagor;

(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the final approval of the mortgage loan application by a Qualified Appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated. The appraisal is in a form acceptable to Fannie Mae or FHLMC;

(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral does not serve as security for any other obligation;

(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with respect to the making of such mortgage loans;

(y) The Mortgage Loan does not contain "graduated payment" features. Unless otherwise indicated on the related Mortgage Loan Schedule, no Mortgage Loan is subject to a buydown agreement or contains any buydown provision. With respect to any temporary Buydown Mortgage Loan, the maximum CLTV is ninety-five percent (95%); the maximum rate discount is three percent (3%), the maximum Buydown Period is three (3) years; the maximum increase is one percent (1%) per year; with respect to LTV that is 80.01% and above, the debt-to-income ratio and payment shock are calculated at the second year Mortgage Interest Rate; with respect to LTV 80.00% and below, debt-to-income ratio and payment shock are calculated at the first year Mortgage Interest Rate. With respect to each Mortgage Loan that is a Buydown Mortgage Loan, (i) on or before the date of origination of such Mortgage Loan, the Company and the Mortgagor, or the Company, the Mortgagor and the seller of the Mortgaged Property or a third party entered into a Buydown Agreement. The Buydown Agreement provides that the seller of the Mortgaged Property (or third party) shall deliver to the Company temporary Buydown Funds in an amount equal to the aggregate undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly Payment due on such Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage Loan. The effective interest rate of a Buydown Mortgage Loan if less than the interest rate set forth in the related Mortgage Note will increase within the Buydown Period as provided in the related Buydown Agreement so that the effective interest rate will be equal to the interest rate as set forth in the related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements of Fannie Mae guidelines; (ii) The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the Buydown Agreement. The Buydown Agreement provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date that the Buydown Funds are available. The Buydown Funds were not used to reduce the original principal balance of the Mortgage Loan or to increase the Appraised Value of the Mortgage Property when calculating the Loan-to-Value Ratios for purposes of the Agreement and, if the Buydown Funds were provided by the Seller and if required under Fannie Mae and FHLMC guidelines, the terms of the Buydown Agreement were disclosed to the appraiser of the Mortgaged Property; (iii) The Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes a principal payment for the outstanding balance of the Mortgage Loan; (iv) As of the date of origination of the Mortgage Loan, the provisions of the related Buydown Agreement complied with the requirements of Fannie Mae and FHLMC regarding buydown agreements.

(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;

(aa) Principal payments on the Mortgage Loan, other than the Interest Only Mortgage Loan, shall commence (with respect to any newly originated Mortgage Loans) or commenced no more than sixty (60) days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable on the first day of each month in Monthly Payments, which, (A) in the case of a fixed rate Mortgage Loan, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate, (B) in the case of an adjustable rate Mortgage Loan, other than the Interest Only Mortgage Loan, are changed on each Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate and (C) in the case of a Balloon Loan, are based on a fifteen (15) or thirty (30) year amortization schedule, as set forth in the related Mortgage Note, and a final monthly payment substantially greater than the preceding monthly payment which is sufficient to amortize the remaining principal balance of the Balloon Loan and to pay interest at the related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as defined in the related Confirmation and the Mortgage Loan Schedule. The Mortgage Note does not permit negative amortization, unless otherwise noted on the related Mortgage Loan Schedule. No Mortgage Loan is a convertible Mortgage Loan; (D) in the case of an Interest Only Mortgage Loan, the monthly payments on each Interest Only Mortgage Loan during the related interest only period is equal to the product of the related Mortgage Interest Rate and the principal balance of such Mortgage Loan on the first day of each month and after such interest only period, except with respect to Interest Only Mortgage Loan that are adjustable rate Mortgage Loans, such Mortgage Loan is payable in equal monthly installments of principal and interest;

(bb) If such Mortgage Loan is a Co-op Loan, the security instruments create a valid, enforceable and subsisting first priority security interest in the related cooperative shares securing the related cooperative note, subject only to (x) the lien of the related cooperative for unpaid assessments representing the Mortgagor’s pro rata share of payments for a blanket mortgage, if any, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (y) other matters to which like collateral is commonly subject and which do not materially interfere with the benefits of the security intended to be provided; provided, however, that the related proprietary lease for the cooperative apartment may be subordinated or otherwise subject to the lien of a mortgage on the cooperative building;
 

(cc) (INTENTIONALLY LEFT BLANK)

(dd) (INTENTIONALLY LEFT BLANK)
 
(ee) (INTENTIONALLY LEFT BLANK)

(ff) (INTENTIONALLY LEFT BLANK)

(gg) (INTENTIONALLY LEFT BLANK)

(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess of the principal balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the lesser of the Appraised Value or the purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over 95%. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part, by the Purchaser. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy, subject to state and federal law, and to pay all premiums and charges in connection therewith. No action has been taken or failed to be taken, on or prior to the Closing Date which has resulted or will result in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of the Company or the Mortgagor, or for any other reason under such coverage; The mortgage interest rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium. None of the Mortgage Loans are subject to “lender-paid” mortgage insurance;
 
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;

(jj) Unless specified on the related Mortgage Loan Schedule, none of the Mortgage Loans are secured by an interest in a leasehold estate. The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists of a single parcel of real property with a detached single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however, that no residence or dwelling is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or a mobile home. Any condominium unit or planned unit development conforms with the Company’s underwriting guidelines. As of the date of origination, no portion of any Mortgaged Property was used for commercial purposes, and since the Origination Date, no portion of any Mortgaged Property has been, or currently is, used for commercial purposes;

(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in monthly installments of principal (if applicable) and interest, which installments are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with interest calculated and payable in arrears. Each of the Mortgage Loans will amortize fully by the stated maturity date, over an original term of not more than thirty years from commencement of amortization;

(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied under applicable law, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities;

(mm) There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; Company has no knowledge of any violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and the Company has not received any notice of any environmental hazard on the Mortgaged Property and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property;

(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;

(oo)  No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to facilitate the trade-in or exchange of a Mortgaged Property;

(pp) The Mortgagor for each Mortgage Loan is a natural person;

(qq) [Reserved]; 

(rr)  With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated;

(ss)  With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged Property securing such Mortgage Loan was at least equal to 80 percent of the original principal balance of such Mortgage Loan at the time such Mortgage Loan was originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage Property and (b) substantially all of the proceeds of such Mortgage Loan were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding sentence, if the Mortgage Loan has been significantly modified other than as a result of a default or a reasonable foreseeable default, the modified Mortgage Loan will be viewed as having been originated on the date of the modification;

(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar institution which is supervised and examined by a federal or state authority;

(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;

(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required notices, and such adjustments do not and will not affect the priority of the Mortgage lien. With respect to each Mortgage Loan which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage;

(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required pursuant to this Agreement to be delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the related Closing Date, delivered to the Purchaser or its designee, or its assignee;

(xx) There is no Mortgage Loan that was originated on or after October 1, 2002 and before March 7, 2003, which is secured by property located in the State of Georgia;

(yy) No proceeds from any Mortgage Loan were used to finance single premium credit insurance policies;

(zz)  [Reserved];

(aaa) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the borrower’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the borrower’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the borrower had a reasonable ability to make timely payments on the Mortgage Loan;
 
(bbb) With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the loan’s origination, the borrower agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the loan’s origination, the borrower was offered the option of obtaining a mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the borrower’s default in making the loan payments;
 
(ccc) No borrower was required to purchase any credit life, disability, accident or health insurance product as a condition of obtaining the extension of credit. No borrower obtained a prepaid single-premium credit life, disability, accident or health insurance policy in connection with the origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan;
 
(ddd) [Reserved],
 
(eee) Any Mortgage Loan with a Mortgaged Property in the State of Illinois complies with the Illinois Interest Act, if applicable;

(fff) With respect to any Mortgage Loan originated on or after August 1, 2004 and underlying the security, neither the related Mortgage nor the related Mortgage Note requires the borrower to submit to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction;
 
(ggg) No Mortgage Loan is secured by Mortgaged Property in the Commonwealth of Massachusetts with a loan application date on or after November 7, 2004 that refinances a mortgage loan that is less than sixty (60) months old, unless such Mortgage Loan (1) is on an investment property, (ii) meets the requirements set forth in the Code of Massachusetts Regulation (“CMR”), 209 CMR 53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c);

(hhh) For any Mortgage Loan with the related Mortgaged Property located in State of Texas which is a second lien and the interest rate is in excess of 10% and where terms of the Mortgage Note contain a provision for which the Mortgagor may be entitled to prepaid interest upon payoff, no Mortgagor paid any administrative fees, points, or loan origination fees which would actually result in any prepaid interest being due the Mortgagor under the terms of the Mortgage Note;
 
(iii)   The Company has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the Anti-Money Laundering Laws").  The Company has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws and has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for the purposes of the Anti-Money Laundering Laws.  The Company further represents that it takes reasonable efforts to determine whether any Mortgagor appears on any list of blocked or prohibited parties designated by the U.S. Department of Treasury; and
 
(jjj) If the Mortgage Loan is secured by a long-term residential lease, (1) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor’s consent (or the lessor’s consent has been obtained) and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protection (2) the terms of such lease do not (a) allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (b) allow the termination of a lease in the event of damage or destruction as long as the Mortgage is in existence or (c) prohibit the holder of the Mortgage from being insured under the hazard insurance policy relating to the Mortgaged Property (3) the original term of such lease is not less than 15 years (4) the term of such lease does not terminate earlier than 5 years after the maturity date of the Note and (5) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates for residential properties is a widely-accepted practice.
 
Section 3.03 Repurchase; Substitution.

It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The Company shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or cured within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent and at Purchaser’s sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the amount of the Repurchase Price.

If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the Purchaser's prior consent and at Purchaser’s sole option, within ninety (90) days from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date

The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

For any month in which the Company is permitted to substitute one or more substitute Mortgage Loans, the Company will determine the amount (if any) by which the aggregate Stated Principal Balance (after application of the principal portion of all scheduled payments due in the month of substitution) of all the substitute Mortgage Loans in the month of substitution is less then the aggregate Stated Principal Balance (after application of the principal portion of the scheduled payment due in the month of substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such deficiencies described in the preceding sentence for any Remittance Date shall be deposited into the Custodial Account by the Company on the related Determination Date in the month following the calendar month during which the substitution occurred.

It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute for a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and 11.01.

Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection 3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.

If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall either (a) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Company and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (b) cause MERS to designate on the MERS® System the Company as the beneficial holder of such Mortgage Loan.

Section 3.04 Representations and Warranties of the Purchaser.
 
The Purchaser represents, warrants and convenants to the Company that, as of the related Closing Date or as of such date specifically provided herein:

(a)  The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of Delaware and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary for the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise except or not required under applicable law to effect such qualification or license;

(b)  The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and the related Term Sheet;

(c) None of the execution and delivery of this Agreement and the related Term Sheet, the purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Purchaser’s charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser or its property is subject;

(d) There is no litigation pending or to the best of the Purchaser’s knowledge, threatened with respect to the Purchaser which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser;

(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement and the related Term Sheet except for consents, approvals, authorizations and orders which have been obtained;

(f) The consummation of the transactions contemplated by this Agreement and the related Term Sheet is in the ordinary course of business of the Purchaser;

(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a purchase for reporting, tax and accounting purposes; and

(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every of its covenants contained in this Agreement and the related Term Sheet.

The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is understood and agreed that the obligations of the Purchaser set forth in this Section 3.04 to indemnify the Company as provided herein constitute the sole remedies of the Company respecting a breach of the foregoing representations and warranties.


ARTICLE IV

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01 Company to Act as Servicer.

The Company, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fannie Mae Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Fannie Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company.

Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which term exceeds 12 months in duration. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required. Any other loss mitigation or workout alternatives, such as short sales or deeds in lieu of foreclosure, shall be subject to the approval of the Purchaser and the Primary Mortgage Insurance Policy insurer if applicable.

Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions.

Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)(either such event, an “Adverse REMIC Event”), and the Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur.

The Company shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.

In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such matter from Company as servicer.

The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae or FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. The Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any Subservicer.

At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser.

Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.

Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment.

The Company will transmit full-file credit reporting data for each Mortgage Loan pursuant to the Fannie Mae Selling Guide and that for each Mortgage Loan, the Company agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.
 
Section 4.02 Collection of Mortgage Loan Payments.

Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Company will proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any related Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, the Company will take special care in ascertaining and estimating annual escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable, so that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

Section 4.03 Realization Upon Defaulted Mortgage

The Company shall use its best efforts, consistent with the procedures that the Company would use in servicing loans for its own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and the best interest of Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 4.01. . Loan shall be demanded within 90 days of default for Mortgaged Properties for which no satisfactory arrangements can be made for collection of delinquent payments, subject to state and federal law and regulation. Foreclosure or comparable proceedings shall be initiated within one hundred twenty (120) days of default for Mortgaged Properties for which no satisfactory arrangements can be made for collection of delinquent payments, subject to state and federal law and regulation. In the event any payment due under any Mortgage Loan is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Company will proceed diligently to collect all payments due and shall take such action, including commencing foreclosure, as it shall reasonably deem to be in the best interests of the Purchaser in a manner consistent with Accepted Servicing Practices, subject to state and federal law and regulation. The Company shall use its best efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which a Mortgaged Property shall have suffered damage, the Company shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by the Company through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as contemplated in Section 4.05. Company shall obtain prior approval of Purchaser as to repair or restoration expenses in excess of ten thousand dollars ($10,000). The Company shall be responsible for all costs and expenses incurred by it in any such proceedings or functions; provided, however, that it shall be entitled to reimbursement thereof from the related property, as contemplated in Section 4.05. Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the Purchaser's expense. Upon completion of the inspection, the Company shall promptly provide the Purchaser with a written report of the environmental inspection. After reviewing the environmental inspection report, the Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.

Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the Company as servicer of any Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly Payment, without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage Loan notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent Mortgage Loan to the Purchaser or its designee.

In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by the Company, with the consent of Purchaser as required pursuant to this Agreement, before the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, unless the Company provides to the trustee under such REMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time that certificates are outstanding. Company shall manage, conserve, protect and operate each such REO Property for the certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the Company shall either itself or through an agent selected by Company, protect and conserve such property in the same manner and to such an extent as is customary in the locality where such property is located. Additionally, Company shall perform the tax withholding and reporting related to Sections 1445 and 6050J of the Code.

Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.

The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds deposited in the Custodial Account, which shall be deposited within 24 hours of receipt, shall at all times be insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for the benefit of the Purchaser. Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.

The Company shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:

(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;

(iii) all Liquidation Proceeds;

(iv) any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13 and in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;

(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;

(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Accepted Servicing Practices, the loan documents or applicable law;

(vii) any Monthly Advances;

(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfalls, to the extent of the Company’s aggregate Servicing Fee received with respect to the related Prepayment Period;

(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection with the deductible clause in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement therefor; and

(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.

The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent permitted by Section 6.01, need not be deposited by the Company in the Custodial Account. Any interest paid on funds deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Custodial Account.

Section 4.05 Permitted Withdrawals From the Custodial Account.

The Company may, from time to time, withdraw from the Custodial Account for the following purposes:

(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees) of principal and/or interest respecting which any such advance was made, it being understood that, in the case of such reimbursement, the Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;

(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or REO administration fees described in Section 4.13), the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement; any recovery shall be made upon liquidation of the REO Property;

(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance Date), and (b) the Servicing Fee from that portion of any payment or recovery as to interest with respect to a particular Mortgage Loan;

(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts received thereon and not distributed as of the date on which the related repurchase price is determined,

(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;

(vii) to remove funds inadvertently placed in the Custodial Account by the Company; and

(vi) to clear and terminate the Custodial Account upon the termination of this Agreement.

Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.

The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.

The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:

(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement;

(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.

Section 4.07 Permitted Withdrawals From Escrow Account.

Withdrawals from the Escrow Account may be made by Company only:

(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;

(ii) to reimburse Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

(iii) to refund to the Mortgagor any funds as may be determined to be overages;

(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;

(v) for application to restoration or repair of the Mortgaged Property;

(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account;

(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties, the Company shall pay to the Mortgagors interest on funds in Escrow Account, to the extent required by law, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor; and

(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.

Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies; Collections Thereunder.
 
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company shall determine that any such payments are made by the Mortgagor at the time they first become due. The Company assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such payments.

The Company will maintain in full force and effect Primary Mortgage Insurance Policies issued by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required. Such coverage will be terminated only with the approval of Purchaser, or as required by applicable law or regulation. The Company will not cancel or refuse to renew any Primary Mortgage Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The Company shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Company would have been covered thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the Company shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

Section 4.09 Transfer of Accounts.

The Company may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time. Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably withheld.

Section 4.10 Maintenance of Hazard Insurance.

The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in effect with an insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing coverage not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Company determines in accordance with applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Company shall immediately force place the required flood insurance on the Mortgagor’s behalf. The Company shall also maintain on each REO Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Company under any such policies other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by the Company of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall at any time be in force and as shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Company and its successors and/or assigns and shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount or material change in coverage to the Company. The Company shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided, however, that the Company shall not accept any such insurance policies from insurance companies unless such companies are Qualified Insurers.

Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.

In the event that the Company shall obtain and maintain a blanket policy issued by an insurer acceptable to Fannie Mae or FHLMC insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall conclusively be deemed to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such policy may contain a deductible clause, in which case the Company shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered by such policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser.

Section 4.12 Fidelity Bond, Errors and Omissions Insurance.

The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request by the Purchaser, the Company shall deliver to the Purchaser a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The Company shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or has been, materially modified or terminated. The Purchaser (or any party having the status of Purchaser hereunder) and any subsidiary thereof and their successors or assigns as their interests may appear must be named as loss payees on the Fidelity Bond and as additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide Purchaser with an insurance certificate certifying coverage under this Section 4.12, and will provide an update to such certificate upon request, or upon renewal or material modification of coverage.

Section 4.13 Title, Management and Disposition of REO Property.

In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Company from an attorney duly licensed to practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.

The Company shall notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days of the date Company receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO property in accordance with Accepted Servicing Practices. Thereafter, the Company shall continue to provide certain administrative services to the Purchaser relating to such REO Property as set forth in this Section 4.13. The Company shall, either itself or through an agent selected by the Company, and in accordance with the Fannie Mae Guides manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Company shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Company shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Company to the Purchaser upon request.

The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property. No REO Property shall be marketed for less than the Appraised Value, without the prior consent of Purchaser. No REO Property shall be sold for less than ninety five percent (95%) of its Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing Advances shall be in accordance with the Fannie Mae Guides. The disposition of REO Property shall be carried out by the Company at such price, and upon such terms and conditions, as the Company deems to be in the best interests of the Purchaser (subject to the above conditions) only with the prior written consent of the Purchaser.

Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the Company as servicer of any such REO Property without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such REO Property notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such REO Property to the Purchaser or its designee. Within five Business Days of any such termination, the Company shall, if necessary convey such property to the Purchaser and shall further provide the Purchaser with the following information regarding the subject REO Property: the related drive by appraisal or brokers price opinion, and copies of any related Mortgage Impairment Insurance Policy claims. In addition, within five Business Days, the Company shall provide the Purchaser with the following information regarding the subject REO Property: the related trustee’s deed upon sale and copies of any related hazard insurance claims, or repair bids. 

Section 4.14 Notification of Maturity Date.

With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under applicable law.




ARTICLE V

PAYMENTS TO THE PURCHASER

Section 5.01 Distributions.

On each Remittance Date, the Company shall distribute by wire transfer of immediately available funds to the Purchaser (i) all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the Company’s obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts. It is understood that, by operation of Section 4.04, the remittance on the first Remittance Date with respect to Mortgage Loans purchased pursuant to the related Term Sheet is to include principal collected after the Cut-off Date through the preceding Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date exclusive of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in clauses (ii), (iii) and (iv) above.

With respect to any remittance received by the Purchaser after the Remittance Date, the Company shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three (3) percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is made to the Purchaser, both inclusive. The payment by the Company of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Company. On each Remittance Date, the Company shall provide a remittance report detailing all amounts being remitted pursuant to this Section 5.01.

Section 5.02 Statements to the Purchaser.

The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth Business Day of the following month on paper or a disk or tape or other computer-readable format in such format as may be mutually agreed upon by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the following:

(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;

(iii) the amount of servicing compensation received by the Company during the prior distribution period;

(iv) the aggregate Stated Principal Balance of the Mortgage Loans;

(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;

(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and

The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E hereto, with each such Report.

The Company shall prepare and file any and all information statements or other filings required to be delivered to any governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.

In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal income tax law as to the aggregate of remittances for the applicable portion of such year.

Section 5.03 Monthly Advances by the Company.

Not later than the close of business on the Business Day preceding each Remittance Date, the Company shall deposit in the Custodial Account an amount equal to all payments not previously advanced by the Company, whether or not deferred pursuant to Section 4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination Date.

The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with respect to the Mortgage Loan unless the Company deems such advance to be nonrecoverable. In such event, the Company shall deliver to the Purchaser an Officer's Certificate of the Company to the effect that an officer of the Company has reviewed the related Mortgage File and has made the reasonable determination that any additional advances are nonrecoverable.

Section 5.04 Liquidation Reports.

Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form mutually acceptable to Company and Purchaser. The Company shall also provide reports on the status of REO Property containing such information as Purchaser may reasonably require.

Section 5.05 Prepayment Interest Shortfalls.

Not later than the close of business on the Business Day preceding each Remittance Date in the month following the related Prepayment Period, the Company shall deposit in the Custodial Account an amount equal to any Prepayment Interest Shortfalls with respect to such Prepayment Period, which in the aggregate shall not exceed the Company’s aggregate Servicing Fee received with respect to the related Due Period.
 
ARTICLE VI

GENERAL SERVICING PROCEDURES

Section 6.01 Assumption Agreements.

The Company will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale" clause to the extent permitted by law; provided, however, that the Company shall not exercise any such rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Company reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Company, with the approval of the Purchaser, will enter into an assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the Company, with the prior consent of the Purchaser and the primary mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is released from liability and such Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement.

In connection with any such assumption or substitution of liability, the Company shall follow the underwriting practices and procedures of the Company. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Company diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan. The Company shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. All fees collected by the Company for entering into an assumption or substitution of liability agreement shall belong to the Company.

Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Company shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.

Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be escrowed in a manner customary for such purposes, the Company will immediately notify the Purchaser by a certification, which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Purchaser. The Purchaser shall no later than five Business Days after receipt of such certification and request, release or cause to be released to the Company, the related Mortgage Loan Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its receipt of such satisfaction or release, the Purchaser shall deliver, or cause to be delivered, to the Company the release or satisfaction properly executed by the owner of record of the applicable mortgage or its duly appointed attorney in fact. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.

In the event the Company satisfies or releases a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the Company, upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the related Mortgage Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and errors and omissions insurance insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of collection under any Primary Mortgage Insurance Policy, the Purchaser shall, upon request of the Company and delivery to the Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the Mortgage File held by the Purchaser to the Company. Such servicing receipt shall obligate the Company to return the related Mortgage documents to the Purchaser when the need therefor by the Company no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Company has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.

Section 6.03 Servicing Compensation.

As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account (to the extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the amounts provided for as the Company's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as provided in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the extent not required to be deposited in the Custodial Account. No Servicing Fee shall be payable in connection with partial Monthly Payments. The Company shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for.

Section 6.04 Annual Statement as to Compliance.

The Company will deliver to the Purchaser not later than February 28th of each year, beginning March 15, 2006, an executed Officers' Certificate acceptable to the Purchaser stating, as to each signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status of cure provisions thereof. Such Officers’ Certificate shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request.

If the Company cannot deliver the related Officers’ Certificate by March 15th of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Officers’ Certificate, but in no event later than March 22nd of such year.
 
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of Default, automatically, without notice and without any cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.

The Company, at its expense and not later than March 15th of each year, beginning March 15, 2006, shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Purchaser acceptable to the Purchaser to the effect that such firm has examined certain documents and records relating to the Company's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in the uniform single audit program for mortgage bankers, such firm is of the opinion that the Company's servicing has been conducted in compliance with the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. Such statement shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser. In addition, on an annual basis, Company shall provide Purchaser with copies of its audited financial statements.

Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of Default, automatically, without notice and without any cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Section 6.06 Purchaser's Right to Examine Company Records.

The Purchaser shall have the right to examine and audit upon reasonable notice to the Company, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other information of the Company, or held by another for the Company or on its behalf or otherwise, which relates to the performance or observance by the Company of the terms, covenants or conditions of this Agreement.

The Company shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access to any documentation regarding the Mortgage Loans in the possession of the Company which may be required by any applicable regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices of the Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.




ARTICLE VII

REPORTS TO BE PREPARED BY SERVICER

Section 7.01 Company Shall Provide Information as Reasonably Required.

The Company shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports, information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company under this Agreement, including any reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company under this Agreement. The Company agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited financial statements of the Company for the most recently completed two (2) fiscal years for which such statements are available, as well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a prospective purchaser copies of the statements specified above.

The Company shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Company’s servicing facilities for the purpose of satisfying such prospective purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.

ARTICLE VIII

THE SERVICER

Section 8.01 Indemnification; Third Party Claims.

The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the breach of a representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement or in any way related to the alleged breach of any representation or warranty in Sections 3.01 or 3.02 of this Agreement related to compliance with all applicable laws. The Company shall immediately notify the Purchaser if a claim is made by a third party against Company with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Company to service and administer the Mortgages in strict compliance with the terms of this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct of Company. The provisions of this Section 8.01 shall survive termination of this Agreement.

Section 8.02 Merger or Consolidation of the Company.

The Company will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.

Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits of which are insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved mortgagee whose primary business is in origination and servicing of first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.

Section 8.03 Limitation on Liability of the Company and Others.

Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed therefor from the Purchaser upon written demand.

Section 8.04 Company Not to Assign or Resign.

The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's responsibilities and obligations hereunder in the manner provided in Section 11.01.

Section 8.05 No Transfer of Servicing.

With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion, but if the purchaser of the Company’s assetshas the qualifications set forth in Section 8.02, then the Purchaser will not unreasonably withhold consent.

Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

 

ARTICLE IX

DEFAULT

Section 9.01 Events of Default.

In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:

(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of one (1) Business Day; or

(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Purchaser; or

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

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

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

(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days; or

(vii) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or

(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans in any jurisdiction in which a Mortgaged Property is located and such licensing is required, and (b) qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company's ability to perform its obligations hereunder; or

(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.

Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case, automatically and without notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. On or after the receipt by the Company of such written notice (or, in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case, automatically and without notice), all authority and power of the Company under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 11.01. Upon written request from the Purchaser, the Company shall prepare, execute and deliver, any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the Purchaser and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.

Section 9.02 Waiver of Defaults.

The Purchaser may waive only by written notice any default by the Company in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived in writing.




ARTICLE X

TERMINATION

Section 10.01 Termination.
 
The respective obligations and responsibilities of the Company shall terminate upon: (i) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all remaining REO Property and the remittance of all funds due hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii) termination with cause under the terms of this Agreement. Termination of the Agreement pursuant to Section 10.01 (iii) shall void Purchaser’s obligation to purchase Mortgage Loans for which Purchaser has issued a Confirmation, commitment confirmation or a substantially similar commitment to purchase Mortgage Loans.

Section 10.02 Termination Without Cause.

The Purchaser may, at its sole option, terminate any rights the Company may have hereunder, without cause, upon no less than 90 days written notice. Any such notice of termination shall be in writing and delivered to the Company as provided in Section 11.05 of this Agreement. In the event that the Company is terminated pursuant to this Section 10.02 without cause, the Purchaser shall solicit, by public announcement, bids from three organizations reasonably acceptable to the Purchaser for the purchase of the servicing functions. Following receipt of such bids, the Purchaser shall either (a) negotiate and effect the transfer, sale and assignment of the Agreement to the party submitting the highest satisfactory bid, which purchase price shall be paid to the Company upon transfer of the servicing rights and obligations under this Agreement to the Company’s successor, or (b) pay to the Company a termination fee equal to the amount of the party submitting the highest satisfactory bid. Notwithstanding anything herein to the contrary, the Purchaser shall deduct all costs and expenses of any public announcement and any other expenses relating to the sale, transfer and assignment of this Agreement from the sum payable to Company pursuant to the previous sentence.

Section 10.03 Survival.
 
Termination of this Agreement under Section 10.01 or Section 10.02 shall not affect any of the Company’s obligations regarding repurchase, indemnification or otherwise, all of which shall survive such termination and remain in full force and effect.
 
ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Successor to the Company.

Prior to termination of Company's responsibilities and duties under this Agreement pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as the Purchaser and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no event relieve the Company of the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the Company, or the termination of this Agreement.

Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not affect any claims that the Purchaser may have against the Company arising prior to any such termination or resignation.

The Company shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer.

Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment.

Section 11.02 Amendment.

This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company and the Purchaser.

Section 11.03 Recordation of Agreement.

To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company at the Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interest of the Purchaser or is necessary for the administration or servicing of the Mortgage Loans.

Section 11.04 Governing Law.

This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New York except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 11.05 Notices.

Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing, as follows:

(i) if to the Company:
 
Michael T. Stilb / Senior Vice President
2929 Walden Avenue
Depew, New York 14043

(ii)  if to the Purchaser:
 
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810

With a copy to:

Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York 10179
Attention: Mary Haggerty
Telecopier No.: (212) 272-5591

or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).

Section 11.06 Severability of Provisions.

Any part, provision, representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

Section 11.07 Exhibits.

The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

Section 11.08 General Interpretive Principles.

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i)  the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

(ii)  accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;
 
(iii)  references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

(iv)  a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

(v)  the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(vi)  the term "include" or "including" shall mean without limitation by reason of enumeration; and

(viii)  headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

Section 11.09 Reproduction of Documents.

This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

Section 11.10 Confidentiality of Information.

Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement, provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such information in order to effectuate the transaction, provided further that such information is identified as confidential non-public information. In addition, confidential information may be provided to a regulatory authority with supervisory power over Purchaser, provided such information is identified as confidential non-public information.

The Company agrees that the Company (i) shall comply with any applicable laws and regulations regarding the privacy and security of Consumer Information including, but not limited to the Gramm-Leach-Bliley Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq., (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific written direction of the Purchaser, (iv) shall maintain adequate physical, technical and administrative safeguards to protect Consumer Information from unauthorized access as provided by the applicable laws and regulations, and (v) shall immediately notify the Purchaser of any actual or suspected breach of the confidentiality of Consumer Information that would have a material and adverse effect on the Purchaser.
The Company agrees that the Company shall indemnify, defend and hold the Purchaser harmless from and against any loss, claim or liability the Purchaser may suffer by reason of the Company's failure to perform the obligations set forth in this Section 11.10.

Section 11.11 Recordation of Assignments of Mortgage.

To the extent permitted by applicable law, each of the Assignments is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by and at the Company’s expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole option.

Section 11.12 Assignment.

The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. In no event shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. The Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.

Section 11.13 No Partnership.

Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.

Section 11.14 Signature Pages/Counterparts; Successors and Assigns.

This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully executed copies, each of which shall constitute a fully executed original Agreement, and/or (ii) in counterparts having one or more original signatures, and all such counterparts containing the original signatures of all of the parties hereto taken together shall constitute a fully executed original Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or more original signed signature pages to the other parties hereto (x) by mail or courier, and/or (y) by electronic transmission, including without limitation by telecopier, facsimile or email of a scanned image (“Electronic Transmission”), each of which as received shall constitute for all purposes an executed original signature page of such party. The Purchaser may deliver a copy of this Agreement and/or any Term Sheet, fully executed as provided herein, to each other party hereto by mail and/or courier and/or Electronic Transmission, and such copy as so delivered shall constitute a fully executed original Agreement or Term Sheet, as applicable, superseding any prior form of the Agreement or Term Sheet, as applicable, that differs therefrom in any respect. This Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their respective successor and assigns.

Section 11.15 Entire Agreement.

The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of its employees other than those representations, agreements or promises specifically contained herein and in the Confirmation. The Confirmation and this Agreement and the related Term Sheet sets forth the entire understanding between the parties hereto; provided, however, only this Agreement and the related Term Sheet shall be binding upon all successors of both parties. In the event of any inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.

Section 11.16. No Solicitation.

From and after the Closing Date, the Company agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, to personally, by telephone or mail, solicit the borrower or obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans, including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements and (ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its affiliates from soliciting any Mortgagor for any other financial products or services. The Company shall use its best efforts to prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the Company.

Section 11.17. Closing.

The closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree.

The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following conditions:

(a) at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet;

(b) all of the representations and warranties of the Company under this Agreement shall be materially true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a material default under this Agreement;

(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents required pursuant to this Agreement, the related Term Sheet, an opinion of counsel and an officer's certificate, all in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof;

(d) the Company shall have delivered and released to the Purchaser (or its designee) on or prior to the related Closing Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and

(e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been materially complied with.

Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Section 11.18. Cooperation of Company with a Reconstitution.

The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

(a)  one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a "Pass-Through Transfer").

The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser’s request, a seller's warranties and servicing agreement or a participation and servicing agreement or similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.

With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such Reconstitution (each, a "Reconstitution Date"). In that connection, the Company shall provide to such servicer or issuer, as the case may be, and any other participants in such Reconstitution: (i) any and all information (including servicing portfolio information) and appropriate verification of information (including servicing portfolio information) which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other participant. In connection with each Pass-Through Transfer, the Company agrees to provide reasonable and customary indemnification to the Purchaser and its affilates for disclosure contained in any offering document relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the Mortgage Loans. The Purchaser shall be responsible for the costs relating to the delivery of such information.
 
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.





IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
 
EMC MORTGAGE CORPORATION
Purchaser

By:________________________
Name:
Title:


HSBC MORTGAGE CORPORATION (USA)
Company

By: _______________________
Name:
Title:





EXHIBIT A
CONTENTS OF MORTGAGE FILE

With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.

1. The original Mortgage Note endorsed "Pay to the order of ____________________________________________________, without recourse," and signed via original signature in the name of the Company by an authorized officer, with all intervening endorsements showing a complete chain of title from the originator to the Company, together with any applicable riders. In no event may an endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser acceptability.

2.  Except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage (together with a standard adjustable rate mortgage rider) with evidence of recording thereon, or a copy thereof certified by the public recording office in which such mortgage has been recorded or, if the original Mortgage has not been returned from the applicable public recording office, a true certified copy, certified by the Company. With respect to each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded.

3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.

4. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment, from the Company to _____________________________________, or in accordance with Purchaser's instructions, which assignment shall, but for any blanks requested by Purchaser, be in form and substance acceptable for recording. If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment must be by "[Company] formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket assignments of mortgage.

5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.

6. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, originals of all recorded intervening Assignments, or copies thereof, certified by the public recording office in which such Assignments have been recorded showing a complete chain of title from the originator to the Company, with evidence of recording thereon, or a copy thereof certified by the public recording office in which such Assignment has been recorded or, if the original Assignment has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

9. reserved.

10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure forms required by law.

11.  Residential loan application.

12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.

13. Credit report on the mortgagor.

14. Business credit report, if applicable.

15. Residential appraisal report and attachments thereto.

16. The original of any guarantee executed in connection with the Mortgage Note.

17. Verification of employment and income except for Mortgage Loans originated under a limited documentation program, all in accordance with Company's underwriting guidelines.

18. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting guidelines.

19. Photograph of the Mortgaged Property (may be part of appraisal).

20. Survey of the Mortgaged Property, if any.

21. Sales contract, if applicable.

22. If available, termite report, structural engineer’s report, water portability and septic certification.

23. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

24. Name affidavit, if applicable.

Notwithstanding anything to the contrary herein, Company may provide one certificate for all of the Mortgage Loans indicating that the documents were delivered for recording.

(B)  With respect to each Co-op Loan, as applicable and as required by the applicable laws of the state in which the related Cooperative apartment is located, copies of: (A) the proprietary lease, (B) the security agreement, (C) the assignment of the proprietary lease, with all intervening assignments showing a complete chain of title and an assignment thereof by such Seller, (D) the original stock certificate evidencing the ownership of the Cooperative apartment endorsed or accompanied by a stock power relating to such stock certificate executed in blank, (E) a recognition agreement in form approved by Seller’s underwriting guidelines, in substantially the same form as the standard “AZTECH” form, (F) copies of the financing statement filed by the applicable Company as secured party and, if applicable, a filed UCC-3 assignment of the subject security interest showing a complete chain of title, together with an executed UCC-3 Assignment of such security interest by the Company in a form sufficient for filing, and (G) such other documents as are necessary for the perfection of a lien against the related Co-op Loan ownership interests under applicable law.




EXHIBIT B

CUSTODIAL ACCOUNT LETTER AGREEMENT

______________, 2002

To: [_______________________]
(the "Depository")

As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of May 1, 2001 Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as "[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter is submitted to you in duplicate. Please execute and return one original to us.
 

   [__________________________]
     
 
By:
 
 
Name:
 
 
Title:
 

 
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account Number [__________], at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as defined in the Agreement.
 

  HSBC MORTGAGE CORPORATION (USA) 
     
 
By:
 
 
Name:
 
 
Title:
 


                               


EXHIBIT C

ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2002

To: [_______________________]
(the "Depository")

As “Company” under the Purchase Warranties and Servicing Agreement, dated as of May 1, 2001 Adjustable Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as "[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter is submitted to you in duplicate. Please execute and return one original to us.
 
  HSBC MORTGAGE CORPORATION (USA) 
     
 
By:
 
 
Name:
 
 
Title:
 



The undersigned, as "Depository", hereby certifies that the above described account has been established under Account Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as defined in the Agreement.
 
  [______________________]
     
 
By:
 
 
Name:
 
 
Title:
 





EXHIBIT D

FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This is a Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR Agreement”) made as of __________, 200__, among EMC Mortgage Corporation (the “Assignor”), ___________________ (the “Assignee”), and HSBC Mortgage Corporation (USA) (the “Company”).

In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the “Assigned Loans”) listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of May 1, 2002, between Assignor and Company (the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.

Purchase, Assignment and Assumption

1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase Agreement.

2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the “Funding Amount” as set forth in that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the Mortgage Note from the applicable Company, in blank, and an assignment of mortgage in recordable form from the applicable Company, in blank. Assignee shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor. Assignee shall be entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments or other proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.

Representations, Warranties and Covenants

3. Assignor warrants and represents to Assignee and Company as of the date hereof:

(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignee’s interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Purchase Agreement;
 
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this PAAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
 
(g)  No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(h)  Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.
 
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
 
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;

(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this PAAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d) Assignee agrees to be bound as “Purchaser” by all of the terms, covenants and conditions of the Purchase Agreement with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and Company all of Assignor's obligations as “Purchaser” thereunder but solely with respect to such Assigned Loans.
 
5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

(a)  Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b)  Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Purchase Agreement;

(c)  
Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this PAAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Company. This PAAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(d)  
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Company of this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(e)  
No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect.

Recognition of Assignee

6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the Assigned Loans in accordance with the Purchase Agreement. It is the intention of Assignor, Company and Assignee that this PAAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.

 
Miscellaneous

7. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
 

(a)           In the case of Company:
HSBC MORTGAGE CORPORATION (USA)
   Lori Miller / Senior Vice President
2929 Walden Avenue
Depew, New York 14043
 
With a copy to:
 
(b)           In the case of Assignor:
[Name and address] 

(c)           In the case of Assignee:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas 75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810

with a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York 10179
Attention: ___________
Telecopier No.: (212) 272-____

8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for, documenting of and closing of the transactions contemplated by this PAAR Agreement.

9. This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

10. No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.

12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.

13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.

14. In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with respect to the Assigned Loans, the terms of this PAAR Agreement shall control. In the event that any provision of this PAAR Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall control.


[Modification of Purchase Agreement

15.  The Company and Assignor hereby amend the Purchase Agreement as follows:

(a) The following definitions are added to Section 1.01 of the Purchase Agreement:

Securities Administrator: ________________________

Supplemental PMI Insurer: ________________________

Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.

Trustee:  ________________________

(b) The following definition is amended and restated:

Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy, any hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property, including any amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing Practices.

(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:

“In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the Purchaser, claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required information regarding the Mortgage Loans.

The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually acceptable format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI Insurer for each Mortgage Loan covered by the Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser and the [Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the Servicer in connection with a claim under the Supplemental PMI Policy.”

(d) Clause (vi) of Section 6.1 is amended to read as follows:

“Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days, or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or”]

IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.
 

 
EMC MORTGAGE CORPORATION
Assignor
     
 
By:
 
 
Name:
 
 
Title:
 


   
 
Assignee
     
 
By:
 
 
Name:
 
 
Title:
 


 
HSBC MORTGAGE CORPORATION (USA)
Company
     
 
By:
 
 
Name:
 
 
Title:
 







ATTACHMENT 1

ASSIGNED LOAN SCHEDULE







ATTACHMENT 2

PURCHASE, WARRANTIES AND SERVICING AGREEMENT




EXHIBIT E

FORM OF TRIAL BALANCE
 
FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE
 
[SELLER]
 
Bear Stearns Asset Backed Securities I LLC
383 Madison Avenue
New York, New York 10179
 
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, MN 55479
 
 
Re:
Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4 (the “Certificates”), including the Class ___ Certificates (the “Privately Offered Certificates”)

 
Dear Ladies and Gentlemen:
 
In connection with our purchase of Privately Offered Certificates, the undersigned certifies to each of the parties to whom this letter is addressed that it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Act”)) as follows:
 
1.  
It owned and/or invested on a discretionary basis eligible securities (excluding affiliate’s securities, bank deposit notes and CD’s, loan participations, repurchase agreements, securities owned but subject to a repurchase agreement and swaps), as described below:
 
Date: ______________, 20__ (must be on or after the close of its most recent fiscal year)
 
Amount: $ _____________________; and
 
2.  
The dollar amount set forth above is:
 
 
a.
greater than $100 million and the undersigned is one of the following entities:
 
 
(x)
[_]
an insurance company as defined in Section 2(13) of the Act1 ; or
 
 
(y)
[_]
an investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; or
 
 
(z)
[_]
a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or
 
 
(aa)
[_]
a plan (i) established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, the laws of which permit the purchase of securities of this type, for the benefit of its employees and (ii) the governing investment guidelines of which permit the purchase of securities of this type; or
 
 
(bb)
[_]
a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or
 
 
(cc)
[_]
a corporation (other than a U.S. bank, savings and loan association or equivalent foreign institution), partnership, Massachusetts or similar business trust, or an organization described in Section 501(c)(3) of the Internal Revenue Code; or
 
 
(dd)
[_]
a U.S. bank, savings and loan association or equivalent foreign institution, which has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements; or
 
 
(ee)
[_]
an investment adviser registered under the Investment Advisers Act; or
 
 
b.
[_]
greater than $10 million, and the undersigned is a broker-dealer registered with the SEC; or
 
 
c.
[_]
less than $ 10 million, and the undersigned is a broker-dealer registered with the SEC and will only purchase Rule 144A securities in transactions in which it acts as a riskless principal (as defined in Rule 144A); or
 
 
d.
[_]
less than $100 million, and the undersigned is an investment company registered under the Investment Company Act of 1940, which, together with one or more registered investment companies having the same or an affiliated investment adviser, owns at least $100 million of eligible securities; or
 
 
e.
[_]
less than $100 million, and the undersigned is an entity, all the equity owners of which are qualified institutional buyers.


 
1
A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) of the Investment Company Act of 1940, which are neither registered nor required to be registered thereunder, shall be deemed to be a purchase for the account of such insurance company.
 
The undersigned further certifies that it is purchasing a Privately Offered Certificate for its own account or for the account of others that independently qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional “accredited investor,” as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering.
 
The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional “accredited investor,” the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of June 1, 2006, among Bear Stearns Asset Backed Securities I LLC, as depositor, Wells Fargo Bank, National Association, as securities administrator and master servicer, EMC Mortgage Corporation, as seller and company, and U.S. Bank National Association, as trustee, pursuant to which the Certificates were issued.
 
The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, and/or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately Offered Certificates, has provided the Opinion of Counsel required by the Agreement, or (iii) in the case of the Class B-5 Certificates, are providing a representation to the effect that the proposed transfer and holding of such Certificate and servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60, PTCE 96-23 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee.
 
If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter.
 



Name of Nominee (if any):
 
IN WITNESS WHEREOF, this document has been executed by the undersigned who is duly authorized to do so on behalf of the undersigned Eligible Purchaser on the ____ day of ___________, 20___.
 
             
Very truly yours,
                           
                           
             
[PURCHASER]
       
                           
                           
             
By:
 
               
(Authorized Officer)
                 
                 
             
[By:
 
               
Attorney-in-fact]




Nominee Acknowledgment
 
The undersigned hereby acknowledges and agrees that as to the Certificates being registered in its name, the sole beneficial owner thereof is and shall be the Purchaser identified above, for whom the undersigned is acting as nominee.
 
             
[NAME OF NOMINEE]
   
                           
                           
             
By:
 
               
(Authorized Officer)
                 
                 
             
[By:
 
               
Attorney-in-fact]


 


EXHIBIT G

REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________


Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the Purchaser, the undersigned hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified below. The undersigned further certifies that:

(Check one of the items below)

_____ On _________________, the above captioned mortgage loan was paid in full or that the Company has been notified that payment in full has been or will be escrowed. The Company hereby certifies that all amounts with respect to this loan which are required under the Agreement have been or will be deposited in the Custodial Account as required.

_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Company hereby certifies that the repurchase price has been credited to the Custodial Account as required under the Agreement.

_____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the foreclosure action. The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.

_____ Other (explain)

_______________________________________________________
_______________________________________________________

All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.

Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original mortgage documents in your possession relating to this loan.

Dated:_________________

By:________________________________
Signature
___________________________________
Title

Send documents to: _____________________________________________
_____________________________________________
_____________________________________________

Acknowledgement:

Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have been returned and received by the Purchaser.


Dated:________________

By:________________________________
Signature

_______________________________
Title





EXHIBIT H

COMPANY’S UNDERWRITING GUIDELINES




EXHIBIT I

TERM SHEET

This TERM SHEET (the "Term Sheet") dated _____________, between HSBC Mortgage Corporation (USA), a Delaware corporation, located at 2929 Walden Avenue, Depew, New York 14043 (the “Company”) and EMC Mortgage Corporation, a Delaware corporation, located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the "Purchaser") is made pursuant to the terms and conditions of that certain Purchase, Warranties and Servicing Agreement (the "Agreement") dated as of May 1, 2002, between the Company and the Purchaser, the provisions of which are incorporated herein as if set forth in full herein, as such terms and conditions may be modified or supplemented hereby. All initially capitalized terms used herein unless otherwise defined shall have the meanings ascribed thereto in the Agreement.

The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser, all of the Company’s right, title and interest in and to the Mortgage Loans described on the Mortgage Loan Schedule annexed hereto as Schedule I, pursuant to and in accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter, the Company shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the Mortgage Loans pursuant to and in accordance with the terms and conditions set forth in the Agreement.

1. Definitions

For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms shall have the following meanings:

Aggregate Principal Balance
(as of the Cut-Off Date):    

Closing Date:    

Custodian:    

Cut-off Date:    

Initial Weighted Average
Mortgage Loan Remittance Rate: 

Purchase Price Percentage:   

Servicing Fee Rate: 
 
Except as modified herein, Section 8.01 of the Agreement shall remain in full force and effect as of the date hereof.
 



IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.
 

 
HSBC MORTGAGE CORPORATION (USA)
     
 
By:
 
 
Name:
 
 
Title:
 
 

 
EMC MORTGAGE CORPORATION
     
 
By:
 
 
Name:
 
 
Title:
 

 





SCHEDULE I

MORTGAGE LOAN SCHEDULE




EXHIBIT J
 
[RESERVED]




EXHIBIT K

COMPANY’S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION

·  
The Company shall (i) possess the ability to service into a securitization; (ii) service on a “Scheduled/Scheduled” reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest payments on payoffs and curtailments and (iv) remit and report to a master servicer in format acceptable to such master servicer by the 18th calendar day of each month, unless otherwise provided in the securitization documents.

·  
The Company shall provide an acceptable annual certification (officer’s certificate) to the master servicer (as required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents (i.e. the annual statement as to compliance/annual independent certified public accountants’ servicing report due by March 15 of each year).

·  
The Company shall allow for the Purchaser, the master servicer or their designee to perform a review of audited financials and net worth of the Company.

·  
The Company shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by the master servicer or the Purchaser.

·  
The Company shall provide information on each Custodial Account as requested by the master servicer or the Purchaser, and each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.

·  
The Company shall maintain its servicing system in accordance with the requirements of the master servicer.

 
 

 
 
AMENDMENT REG AB
TO THE SELLER’S WARRANTIES AND SERVICING AGREEMENT
 
This is Amendment Reg AB (the “Amendment Reg AB”), dated as of November 7, 2005, by and between EMC Mortgage Corporation (the“Purchaser”), and HSBC Mortgage Corporation (USA) (the “Company”) to that certain Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of September 1, 2005 by and between the Company and the Purchaser, (as amended, modified or supplemented, the “Existing Agreement”).
 
WITNESSETH
 
WHEREAS, the Company and the Purchaser have agreed, subject to the terms and conditions of this Amendment Reg AB that the Existing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Agreement.
 
Accordingly, the Company and the Purchaser hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, that the Existing Agreement is hereby amended as follows:
 
1.  
Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Existing Agreement. The Existing Agreement is hereby amended by adding the following definitions in their proper alphabetical order:
 
Commission: The United States Securities and Exchange Commission.
 
Company Information: As defined in Section 2(g)(i)(A)(1).
 
Depositor: With respect to any Securitization Transaction, the Person identified in writing to the Company by the Purchaser as depositor for such Securitization Transaction.

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

Master Servicer: With respect to any Securitization Transaction, the “master servicer,” if an, identified in the related transaction documents.

Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines: (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company within 180 days after origination (except that 1% of the Mortgage Loans in any securitization may be within 240 days); (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Company in the origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
 
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
 
Reconstitution Agreement: An agreement or agreements entered into by the Company and the Purchaser and/or certain third parties in connection with a Reconstitution with respect to any or all of the Mortgage Loans.
 
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
Securities Act: The federal Securities Act of 1933, as amended.
 
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity (as defined in Regulation AB) in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.
 
Servicer: As defined in Section 2(f)(iii).
 
Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.
 
Static Pool Information: Information set forth in Item 1105(a) and 1105(c) of Regulation AB.
 
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans pursuant to a Reconstitution Agreement but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans (serviced by the Company under a Reconstitution Agreement) under the direction or authority of the Company or a Subservicer.

Subservicer: Any Person that services Mortgage Loans on behalf of the Company (as servicer under a Reconstitution Agreement) or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB.
 
Third Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the Company.
 
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization Transaction.
 
2.  
The Purchaser and the Company agree that the Existing Agreement is hereby amended by adding the following provisions as an addendum:
 
(a)  
(i) The Company hereby represents to the Purchaser, to any Master Servicer and to any Depositor, as of the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2(f) that, except as disclosed in writing to the Purchaser, such Master Servicer or such Depositor prior to such date: (i) the Company is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Company’s financial condition that could have a material adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company, any Subservicer or any Third-Party Originator of a type identified in Item 1117 of Regulation AB; and (vii) there are no affiliations, relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.
 
(ii) If so requested by the Purchaser, any Master Servicer or any Depositor on any date following the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2(f), the Company shall within five Business Days, following such request, to confirm in writing the accuracy of the representations and warranties set forth in paragraph (i) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.
 
(b)  
The Company shall use its reasonable best efforts on or before March 1, but in no event later than March 15, of each calendar year, commencing in 2007, to deliver to the Purchaser, any Master Servicer and any Depositor a statement of compliance addressed to the Purchaser, and Master Servicer and such Depositor and signed by an authorized officer of the Company, to the effect that (i) a review of the Company’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement and any applicable Reconstitution Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement and any applicable Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.
 
(c)  
(i)The Company shall use its reasonable best efforts on or before March 1, but in no event later than March 15, of each calendar year, commencing in 2007 to:
 
(A) Deliver to the Purchaser, any Master Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit B hereto delivered to the Purchaser at the time of any Securitization Transaction;

(B) deliver to the Purchaser, any Master Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(C) cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(e)(ii) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser, and Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(c); and

(D) deliver and cause each Subservicer and Subcontractor described in clause (c) to provide , to the Purchaser, and Master Servicer, any Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification signed by the appropriate officer of the company in the form attached hereto as Exhibit A.

The Company acknowledges that the parties identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

(ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(c)(i)(A) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit B hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 2(c)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(e).

(d)  
[Reserved]
 
(e)  
The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of clause (i) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of 2(e)(ii) of this Section.
 
(i)  It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 2(a), 2(b), 2(c), 2(f)(iii), 2(f)(v) and 2(g) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 2(f)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(b), any assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(c) and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2(c) as and when required to be delivered.
 
(ii)  It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the Depositor, such as any Master Servicer or an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (B) of this paragraph.
 
As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 2(c) and 2(g) of this Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 2(c), in each case as and when required to be delivered.
 
(f)  
In connection with any Securitization Transaction the Company shall (1) within five Business Days following request by the Purchaser or any Depositor, to provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii), (vi) and (vii) of this Section 2(f), and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this Section.
 
(i)  If so requested by the Purchaser or any Depositor in connection with a Securitization Transaction, the Company shall provide such information regarding (x) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (y) each Third-Party Originator, and (z) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:
 
(A) the originator’s form of organization;

(B) a description of the originator’s origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator’s experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator’s origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators’ credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB;

(C) a description of any material legal or governmental proceedings pending (or known to be contemplated) of a type described in Item 1117 of Regulation AB against the Company, each Third-Party Originator and each Subservicer; and

(D) a description of any affiliation or relationship of a type described in Item 1119 of Regulation AB between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of such Securitization Transaction:

(1)   the sponsor;
(2)   the depositor;
(3)   the issuing entity;
(4)   any servicer;
(5)   any trustee;
(6)   any originator;
(7)   any significant obligor;
(8)   any enhancement or support provider; and
(9)   any other material transaction party.

(ii)  If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (a) the Company, if the Company is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (b) each Third-Party Originator. Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent that there is reasonably available to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the Depositor, as applicable.
 
Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph), the Company shall provide corrected Static Pool Information to the Purchaser or any Depositor, as applicable, in the same format in which Static Pool Information was previously provided to such party by the Company.
 
If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery pursuant to this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company’s or Third-Party Originator’s originations or purchases, to calendar months commencing January 1, 2006, as the Purchaser or such Depositor shall reasonably request. Such statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Securitization Transaction. Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such Depositor.

(iii)  If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding the Company, as servicer of the Mortgage Loans, and each Subservicer (each of the Company and each Subservicer, for purposes of this paragraph, a “Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:
 
(A) the Servicer’s form of organization;
 
(B) a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size, composition and growth of the Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Servicer that may be material, in the good faith judgment of the Purchaser or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation:
 
(1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction;
 
(2) the extent of outsourcing the Servicer utilizes;
 
(3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction;
 
(4) whether the Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and
 
(5) such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB;
 
(C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans;
 
(D) information regarding the Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Servicer could have a material adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement;
 
(E) information regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Servicer to the effect that the Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance;
 
(F) a description of the Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans;

(G) a description of the Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts;

(H)  information as to how the Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; and
 
(I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Servicer;

(J) a description of any affiliation or relationship between the Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Servicer by the Purchaser or any Depositor in writing in advance of such Securitization Transaction:

(1)   the sponsor;
(2)   the depositor;
(3)   the issuing entity;
(4)   any servicer;
(5)   any trustee;
(6)   any originator;
(7)   any significant obligor;
(8)   any enhancement or support provider; and
(9)   any other material transaction party.
 
(iv)  For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt notice to the Purchaser, and Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings of a type described in Item 1117 of Regulation AB involving the Company, any Subservicer or any Third-Party Originator (B)) any affiliations or relationships that develop following the closing date of a Securitization between the Company, any Subservicer or any Third-Party Originator and any of the parties specified in clause (D) of paragraph (i) of this Section 2(f) (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company, and (E) the Company’s entry into any agreement with a Subservicer to perform or assist in the performance of any of the Company’s obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships. All notification pursuant to clause (A) should be sent to:
 
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com

With a copy to:

Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd floor
New York, NY 10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564

Notifications pursuant to clause (B) should be sent to:

EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX 75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555

With copies to:

Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd floor
New York, NY 10179
Attention: Global Credit Authorization
Facsimile: (212) 272-6564

EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com

(v)  As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
 
(vi)  In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or such Subservicer, as applicable, shall, but only to the extent the Company or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and material related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below):
 
i.  
any material modifications, extensions or waivers of Mortgage Loans serviced by the Company or its Subservicer terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
 
ii.  
material breaches of Mortgage Loans serviced by the Company or its Subservicers representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and
 
iii.  
information regarding any Mortgage Loans serviced by the Company or its Subservicers changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets as it relates to a substitution (Item 1121(a)(14) of Regulation AB),
 
the Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of the person signing any certification and, no more than once a year, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance Policy, financial information and reports, and such other information related to the Company or any Subservicer or the Company or such Subservicer’s performance hereunder, which items may be accepted in the forms acceptable to the Company’s and Subservicer’s regulators or the agencies. [ (i)  The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees ,agents ] of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
 
(A)(1) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided in written or electronic form under this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the “Company Information”), or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;

(B) any breach by the Company of its obligations under this agreement, including particularly any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(e)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or
 
(C) any breach by the Company of a representation or warranty set forth in Section 2(a)(i) or in a writing furnished pursuant to Section 2(a)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(a)(ii) to the extent made as of a date subsequent to such closing date.
 
(D)  The negligence bad faith or willful misconduct of the Company in connection with its performance under this Amendment.

If the indemnification provided for herein is unavailable or insufficient as determined by a court of law to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect relative fault of such Indemnified Party on the one hand and the Company on the other.

In the case of any failure of performance described in clause (i)(B) of this Section 2(g), the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
 
This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
 
(ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Amendment Reg AB, or any breach by the Company of a representation or warranty set forth in Section 2(a)(i) or in a writing furnished pursuant to Section 2(a)(ii) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(a)(ii) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (B) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company and if the Company is servicing any of the Mortgage Loans in a Securitization Transaction appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicer, such provision shall be given effect.

(B) Any failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 2(b) or 2(c), including (except as provided below) any failure by the Company to identify pursuant to Section 2(e)(ii) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Company; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as servicer, such provision shall be given effect.

Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the Company pursuant to this subparagraph (ii)(B) if a failure of the Company to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans.

(C) The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor as such are incurred, in connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
 
(iii) The Purchaser shall indemnify the Company, each affiliate of the Company and each Person who controls the Company or such affiliate and their respective present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain arising out of or based upon any claims arising out of or in connection with any information set forth in any offering document prepared in connection with any Securitization Transaction other than a statement or omission arising out of, resulting from, or based upon the Company Information.
 
For purposes of the Amendment and any related provisions thereto, each Master Servicer shall be considered a third-party beneficiary of this Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
 
3.  
The Company acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved in a Securitization Transaction in addition to the Mortgage Loans may be determined by a Depositor to be a Participating Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Company shall (A) respond as promptly as practicable to any good faith request by the Purchaser or any Depositor for information regarding each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the Purchaser or any Depositor requests delivery of an assessment of compliance and accountants’ attestation to deliver such within the time required under Section 2(c).
 
4.  
Notwithstanding any other provision of this Amendment Reg AB, (i) the Company shall seek the consent of the Purchaser for the utilization of all third party service providers, including Subservicers and Subcontractors, when required by and in accordance with the terms of the Existing Agreement and (ii) references to the Purchaser shall be deemed to include any assignees or designees of the Purchaser, such as any Depositor, a master servicer or a trustee. 
 
5.  
The Existing Agreement is hereby amended by adding the Exhibits attached hereto as Exhibit A and Exhibit B to the end thereto.
 
6.  
References in this Amendment Reg AB to “this Agreement” or words of similar import (including indirect references to the Agreement) shall be deemed to be references to the Existing Agreement as amended by this Amendment Reg AB. Except as expressly amended and modified by this Amendment Reg AB, the Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. In the event of a conflict between this Amendment Reg AB and any other document or agreement, including without limitation the Existing Agreement, this Amendment Reg AB shall control.
 
7.  
This Amendment Reg AB shall be governed by and construed in accordance with the laws of the State of New York, or federal law as applicable, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
 
8.  
This Amendment Reg AB may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement.
 
9.  
This Amendment Reg AB shall bind and inure to the benefit of and be enforceable by the Company and the Purchaser and the respective permitted successors and assigns of the Company and the successors and assigns of the Purchaser.
 
10.  
This Amendment Reg AB will become effective as of the date first mentioned above. This Amendment Reg AB shall not be assigned, pledged or hypothecated by the Company to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. The Existing Agreement as amended by this Amendment Reg AB may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the Mortgage Loans, without the consent of the Company. There shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans and this Amendment Reg AB and the Existing Agreement.
 
11.  
Intent of the Parties; Reasonableness.
 
The Purchaser and the Company acknowledge and agree that the purpose of this Amendment Reg AB is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings.

Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Company shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser, any Master Servicer or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser, any Master Servicer or any Depositor to be necessary in order to effect such compliance.

The Purchaser (including any of its assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser’s reasonable judgment, to comply with Regulation AB.

For purposes of clarification, the provisions, covenants and or requirements of this Amendment are only applicable with respect to those Mortgage Loans being securitized in a Securitization Transaction


[Signatures Commence on Following Page]
 



IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
 
Purchaser
 
By: ________________________________
Name: _____________________________
Title: ______________________________

 
HSBC Mortgage Corporation (USA)
 
Company
 
By: ________________________________
Name: _____________________________
Title: ______________________________
 
 

 


EXHIBIT A
 
FORM OF ANNUAL CERTIFICATION
 
I.  
The [                     ] agreement dated as of [            ], 200[  ] (the “Agreement”), among [IDENTIFY PARTIES]
 
I, ________________________________, the _______________________ of [NAME OF COMPANY (the “Company”)], certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that:
 
(1) I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Company Servicing Information”);
 
(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;
 
(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
 
(4) I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and
 
(5) The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

 
Date: _________________________

 
By: ________________________________
Name:
Title:
 






EXHIBIT B

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Servicing Criteria
Applicable Servicing Criteria
Reference
Criteria
 
 
General Servicing Considerations
 
1122(d)(1)(i)
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
x
1122(d)(1)(ii)
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
x
1122(d)(1)(iii)
Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
 
1122(d)(1)(iv)
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
x
 
Cash Collection and Administration
 
1122(d)(2)(i)
Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
x
1122(d)(2)(ii)
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
x
1122(d)(2)(iii)
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
x
1122(d)(2)(iv)
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
x
1122(d)(2)(v)
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
x
1122(d)(2)(vi)
Unissued checks are safeguarded so as to prevent unauthorized access.
 
1122(d)(2)(vii)
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
x
 
Investor Remittances and Reporting
 
1122(d)(3)(i)
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
x
1122(d)(3)(ii)
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
x
1122(d)(3)(iii)
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
x
1122(d)(3)(iv)
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
x
 
Pool Asset Administration
x
1122(d)(4)(i)
Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
x
1122(d)(4)(ii)
Mortgage loan and related documents are safeguarded as required by the transaction agreements
x
1122(d)(4)(iii)
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
x
1122(d)(4)(iv)
Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
x
1122(d)(4)(v)
The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
x
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
x
1122(d)(4)(vii)
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
x
1122(d)(4)(viii)
Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
x
1122(d)(4)(ix)
Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
x
1122(d)(4)(x)
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.
x
1122(d)(4)(xi)
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
x
1122(d)(4)(xii)
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
x
1122(d)(4)(xiii)
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
x
1122(d)(4)(xiv)
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
x
1122(d)(4)(xv)
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
 
 
 
 

 
[NAME OF COMPANY] [NAME OF SUBSERVICER]
 
Date: _________________________

 
By: ________________________________
Name:
Title:
 

 
 


EXHIBIT R-1

AMERICAN HOME ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This is an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made as of June 30, 2006, among EMC Mortgage Corporation (the “Assignor”), U.S. Bank National Association, not individually but solely as trustee for the holders of Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4 (the “Assignee”), American Home Mortgage Corp. (the “Company”) and American Home Mortgage Servicing, Inc. (together, the “Servicer”).
 
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the “Assigned Loans”) listed on Attachment 1 annexed hereto purchased by the Assignor from the Company and now serviced by Servicer for Assignor and its successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of March 1, 2006, between Assignor, Company and the Servicer, (together with that certain term sheets dated as of March 30, 2006 among the Assignor, Company and the Servicer, the “Purchase Agreement”) shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.
 
Assignment and Assumption
 
Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest as in, to and under (a) the Assigned Loans and (b) the Purchase Agreement with respect to the Assigned Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title or interest, in, to and under the Purchase Agreement with respect to any mortgage loan other than the Assigned Loans listed on Attachment 1. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement, and any obligation of the Company or the Servicer, as applicable, to cure, repurchase or substitute for a mortgage loan and to indemnify the Assignor with respect to a breach of such representations and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement, and the Assignor is retaining the right to enforce the representations and warranties and the obligations of the Company or the Servicer, as applicable, set forth in those sections against the Company or the Servicer, as applicable. In addition, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under (a) Section 2.09 of the Purchase Agreement, (b) Section 4.03 and Section 4.13 of the Purchase Agreement (but only insofar as such Sections grant to the Purchaser the right to terminate the servicing of defaulted Mortgage Loans and/or REO Properties by the Servicer) and (c) Section 10.01 of the Purchase Agreement, and the Assignor is retaining the right to enforce such sections against the Company or the Servicer, as applicable. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Purchase Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).
 
Representations, Warranties and Covenants
 
1.  Assignor warrants and represents to Assignee, the Company and the Servicer as of the date hereof:
 
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
 
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignor’s interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
 
(c) There are no offsets, counterclaims or other defenses available to the Company or the Servicer with respect to the Assigned Loans or the Purchase Agreement;
 
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
 
(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
 
(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee, the Company and the Servicer, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
 
(g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
 
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto;
 
(i) The Assignor has received from the Company, and has delivered to the Assignee, all documents required to be delivered to Assignor by the Company prior to the date hereof pursuant to the Purchase Agreement with respect to the Assigned Loans and has not received, and has not requested from the Company, any additional documents; and
 
(j) There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to Assignor, would adversely affect Assignor's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement.
 
2.  Assignee warrants and represents to, and covenants with, Assignor, the Company and the Servicer as of the date hereof:
 
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4;
 
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor, the Company and the Servicer, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
 
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
 
(d) There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to Assignee, would adversely affect Assignee's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and
 
(e) Assignee assumes for the benefit of each of the Assignor, the Company and the Servicer all of the rights and obligations of the Purchaser under the Purchase Agreement with respect to the Assigned Loans.
 
3.  Each of the Company and the Servicer (but with respect to the Servicer, only to the extent expressly set forth in this Section 3), warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
 
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
 
(b) Each of the Company and the Servicer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to perform its obligations under the Purchase Agreement;
 
(c) The Servicer has all requisite corporate power and authority to service the Assigned Loans;
 
(d) Each of the Company and the Servicer has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of the Company’s and the Servicer’s respective businesses and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s and the Servicer’s respective charter or by-laws or any legal restriction, or any material agreement or instrument to which the Company or the Servicer is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Company or the Servicer or their respective property is subject. The execution, delivery and performance by each of the Company and the Servicer of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company or the Servicer. This AAR Agreement has been duly executed and delivered by the Company and the Servicer, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of the Company and the Servicer, enforceable against the Company and the Servicer in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
 
(e) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Company or the Servicer in connection with the execution, delivery or performance by the Company or the Servicer of this AAR Agreement, or the consummation by them of the transactions contemplated hereby;
 
(f) The Company shall establish a Custodial Account and an Escrow Account under the Purchase Agreement in favor of the Assignee with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Purchase Agreement in favor of Assignor;
 
(g) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to the related Assigned Loans made by the Company or the Servicer, as applicable, in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect; and
 
(h) Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or to be furnished by the Company or the Servicer pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or omits or will omit to state a fact necessary to make the statements contained therein not misleading.
 
4.  Each of the Company and the Servicer warrants and represents to, and covenants with, Assignor and Bear Stearns Asset Backed Securities I LLC (“BSABS I”) as of the date hereof:
 
(a) Company is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Company or the Servicer;
 
(b) No material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Servicer as servicer has been disclosed or reported by the Servicer;
 
(c) Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger;
 
(d) No material changes to the Servicer’s policies or procedures with respect to the servicing function it will perform under the Purchase Agreement and this AAR Agreement for mortgage loans of a type similar to the Assigned Loans have occurred during the three-year period immediately preceding the date hereof;
 
(e) There are no aspects of the Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer of its servicing obligations under the Purchase Agreement and this AAR Agreement;
 
(f) There are no material legal or governmental proceedings pending (or known to be contemplated) against the Company, the Servicer, any Subservicer or any third-party originator; and
 
(g) There are no affiliations, relationships or transactions relating to the Company or any Subservicer with respect to this Securitization Transaction and any party thereto of a type described in Item 1119 of Regulation AB.
 
Notwithstanding anything to the contrary in the Purchase Agreement, the Company or the Servicer shall (or shall cause any Third-Party Originator to) (i) immediately notify Assignor and BSABS I in writing of (A) legal proceedings pending against the Company or the Servicer, or proceedings known by the Company or the Servicer to be contemplated by governmental authorities against the Company or the Servicer which in the judgment of the Company or the Servicer would be, in each case, material to purchasers of securities backed by the Assigned Loans, (B) any affiliations or relationships of the type described in Item 1119(b) of Regulation AB that develop following the date hereof between the Company, the Servicer and any of the above listed parties or other parties identified in writing by the Assignor or BSABS I with respect to this Securitization Transaction and (ii) provide to the Assignor and BSABS I a description of such proceedings, affiliations or relationships.

Each such notice/update should be sent to the Assignor by e-mail to regABnotifications@bear.com. Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:

EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com

With a copy to:

Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY 10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564

Notifications pursuant to (i)(A) above should be sent to:

EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX 75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555

With copies to:

Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY 10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564

EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
 
5.  Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
 
Recognition of Assignee
 
6.  From and after the date hereof, the Company and the Servicer shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and the Servicer will service the Assigned Loans in accordance with the Purchase Agreement (as modified by this AAR Agreement) but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, the Company, the Servicer and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither the Company, the Servicer nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.
 
7.  Notwithstanding any term hereof to the contrary, the execution and delivery of the AAR Agreement by the Assignee is solely in its capacity as trustee for Bear Stearns Asset Backed Securities I Trust 2006-AC4 and not individually, and any recourse against the Assignee in respect of any obligations it may have under or pursuant to the terms of this AAR Agreement shall be limited solely to the assets it may hold as trustee of Bear Stearns Asset Backed Securities I Trust 2006-AC4.
 
Servicer shall indemnify and hold harmless the Assignor, each affiliate of the Assignor, Bear Stearns Asset Backed Securities I LLC (“BSABS I”), the Assignee, Bear, Stearns & Co. Inc. (the “Underwriter”), each affiliate of the Underwriter, each Person (including, but not limited to, the Master Servicer) responsible for the preparation, execution or filing of any report required to be filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, each Person who controls the Assignor, BSABS I, the Assignee or the Underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: 
 
  (i)
(A)     any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided under Section 11.18 of the Purchase Agreement by or on behalf of the Servicer, or provided under Section 11.18 of the Purchase Agreement by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the “Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;
     
  (ii)
any breach by the Servicer of its obligations under Section 11.18 of Purchase Agreement, including particularly any failure by the Servicer, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under Section 11.18 of the Purchase Agreement, including any failure by the Company to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB;
     
  (iii)
any breach by the Servicer of a representation or warranty set forth in Section 3.01 of the Purchase Agreement or in a writing furnished pursuant to Section 3.01(q) of the Purchase Agreement and made as of a date prior to the date hereof, to the extent that such breach is not cured by the date hereof, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to Section 3.01(q) of the Purchase Agreement to the extent made as of a date subsequent to the date hereof; or
     
  (iv)
the negligence, bad faith or willful misconduct of the Servicer in connection with its performance under Section 11.18 of the Purchase Agreement.
       
 
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other.
 
In the case of any failure of performance described in Section 11.18 of the Purchase Agreement, the Servicer shall promptly reimburse the Assignor, BSABS I and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer, any Subcontractor or any Third-Party Originator.
 
Modification of Purchase Agreement
 
8.  The Company, the Servicer and Assignor hereby amend the Purchase Agreement as follows:
 
(a) The following definitions are added to Article I of the Purchase Agreement:
 
Master Servicer: Wells Fargo Bank, N.A., or its successors in interest who meet the qualifications of the Pooling and Servicing Agreement and this Agreement.
 
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of June 1, 2006, among Bear Stearns Asset Backed Securities I LLC, the Trustee, Wells Fargo Bank, N.A., as master servicer, the Securities Administrator and EMC Mortgage Corporation.
 
Securities Administrator: Wells Fargo Bank, N.A.
 
Servicing Fee Rate: As provided in the related mortgage loan schedule.
 
Trustee: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as provided in the Pooling and Servicing Agreement.
 
(b) The definition of Business Day is deleted in its entirety and replaced with the following:
 
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of New York, Maryland, Minnesota or Texas, or (iii) a day on which banks in the States of New York, Maryland, Minnesota or Texas are authorized or obligated by law or executive order to be closed.
 
(c) The second paragraph of Section 4.02 of the Purchase Agreement is deleted in its entirety and replaced with the following:
 
The Servicer may waive the collection of any otherwise applicable Prepayment Charge or reduce the amount thereof actually collected, but only if: (i) the enforceability thereof will have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the Prepayment Charge is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is required to pay the amount of such waived Prepayment Charge by remitting such amount to the Owner by the Remittance Date.
 
(d) Section 11.04 of the Purchase Agreement is deleted in its entirety and replaced with the following:
 
Section 11.04  Governing Law.
 
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law) and except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
 
Miscellaneous
 
9.  All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
 
 
(a)
In the case of the Company:

American Home Mortgage Corporation
538 Broadhollow Road
Melville, New York 11747
Attention: Robert F. Johnson, Jr.
Telecopier No.: (866) 822-3288

with a copy to:
Alan B. Horn, General Counsel
American Home Mortgage Corp.
538 Broadhollow Road
Melville, New York 11747
Telecopier No.: (800) 209-7276
     
 
(b)
In case of the Servicer:
 
American Home Mortgage Servicing, Inc.
4600 Regent Boulevard, Suite 200
Irving, Texas 75063
Attention: David Friedman
 
with a copy to:
Alan B. Horn, General Counsel
American Home Mortgage Corp.
538 Broadhollow Road
Melville, New York 11747
Telecopier No.: (800) 209-7276

 
(c)
In the case of Assignor:
     
   
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas 75067
Attention: President or General Counsel
Telecopier No.: (972) 444-2880
 
with a copy to:
 
 
 
Bear Stearns Mortgage Capital Corporation
33 Madison Avenue
New York, New York 10179
Attention: Robert Durden
Telecopier No.: (212) 272-5591
   
 
 
(d)
In the case of Assignee:
   
U.S. Bank National Association,
as Trustee
One Federal Street, 3rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Services - BSABS I 2006-AC4
Telecopier No.: (617) 603-6638
 
10.  The Servicer hereby acknowledges that Wells Fargo Bank, N.A. (the “Master Servicer”) has been appointed as the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2006, among the Assignor, the Assignee, Bear Stearns Asset Backed Securities I LLC, the Master Servicer and Wells Fargo, N.A. as securities administrator, and therefore has the right to enforce all obligations of the Servicer, as they relate to the Assigned Loans, under the Purchase Agreement. Such right will include, without limitation, the right to terminate the Servicer under the Purchase Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Purchase Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Purchase Agreement, the right to examine the books and records of the Servicer, indemnification rights, and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer. The Servicer shall make all distributions under the Purchase Agreement, as they relate to the Assigned Loans, by wire transfer of immediately available funds to:
 
BSABS I 2006-AC4
Wells Fargo Bank, N.A.
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSABS I 2006-AC4, Account # 50927800
 
and the Servicer shall deliver all reports required to be delivered under the Purchase Agreement, as they relate to the Assigned Loans, to the Assignee at the address set forth in Section 8 herein and to the Master Servicer at:
 
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager BSABS I 2006-AC4
 
11.  A copy of all assessments, attestations, reports and certificates required to be delivered by the Servicer under this AAR Agreement and the Purchase Agreement shall be delivered to the Master Servicer by the date(s) specified herein or therein, and where such documents are required to be addressed to any party, such addresses shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents.
 
12.  Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for, documenting of and closing of the transactions contemplated by this AAR Agreement.
 
13.  This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
 
14.  No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
 
15.  This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
 
16.  This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
 
17.  This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.
 
18.  In the event that any provision of this AAR Agreement conflicts with any provision of the Purchase Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.
 
19. Notwithstanding anything herein or in the Purchase Agreement to the contrary, Assignor hereby acknowledges and agrees that it will not exercise any rights to terminate the servicing of any defaulted Assigned Loans and/or REO Properties by the Servicer pursuant to Section 4.03 or Section 4.13 of the Purchase Agreement for so long as the Assigned Loans are held by the Assignee.
 




IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
 

 
EMC MORTGAGE CORPORATION
Assignor
     
 
By:
 
 
Name:
 
 
Title:
 


 
U.S. BANK NATIONAL ASSOCIATION, not individually but solely as Trustee for the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4 Assignee
     
 
By:
 
 
Name:
Maryellen Hunter   
 
Title:
Assistant Vice President  


 
AMERICAN HOME MORTGAGE CORP.
     
 
By:
 
 
Name:
 
 
Title:
 


 
AMERICAN HOME MORTGAGE SERVICING, INC.
     
 
By:
 
 
Name:
 
 
Title:
 

 
Acknowledged and Agreed:
 
WELLS FARGO BANK, N.A.
     
 
By:
 
 
Name:
 
 
Title:
 
 

 
BEAR STEARNS ASSET BACKED SECURITIES I LLC
     
 
By:
 
 
Name:
Joseph T. Jurkowski, Jr. 
 
Title:
Vice President




ATTACHMENT 1
 
ASSIGNED LOAN SCHEDULE
 
 
(Available upon request)
 





 
ATTACHMENT 2
 
PURCHASE AGREEMENT
 
 
(Available upon request)




EXHIBIT R-2

 
HSBC ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
 
This is an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made as of June 30, 2006, among EMC Mortgage Corporation (the “Assignor”), U.S. Bank National Association, not individually but solely as trustee for the holders of the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4 (the “Assignee”), and HSBC Mortgage Corporation (USA) (the “Company”).
 
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the “Assigned Loans”) listed on Attachment 1 annexed hereto purchased by the Assignor from the Company and now serviced by Company for Assignor and its successors and assigns pursuant to the Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of September 1, 2005, between Assignor and Company, as amended (the “Purchase Agreement”) shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.
 
Assignment and Assumption
 
Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest as in, to and under (a) the Assigned Loans and (b) the Purchase Agreement with respect to the Assigned Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title or interest, in, to and under the Purchase Agreement with respect to any mortgage loan other than the Assigned Loans listed on Attachment 1. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement, and any obligation of the Company to cure, repurchase or substitute for a mortgage loan and to indemnify the Assignor with respect to a breach of such representations and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement, and the Assignor is retaining the right to enforce the representations and warranties and the obligations of the Company set forth in those sections against the Company. In addition, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under Section 2.09 of the Purchase Agreement. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Purchase Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).
 
Representations, Warranties and Covenants
 
1.  Assignor warrants and represents to Assignee and Company as of the date hereof:
 
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
 
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignor’s interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
 
(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Purchase Agreement;
 
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
 
(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
 
(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
 
(g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
 
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto;
 
(i) The Assignor has received from Company, and has delivered to the Assignee, all documents required to be delivered to Assignor by the Company prior to the date hereof pursuant to the Purchase Agreement with respect to the Assigned Loans and has not received, and has not requested from the Company, any additional documents; and
 
(j) There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to Assignor, would adversely affect Assignor's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement.
 
2.  Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
 
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4;
 
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
 
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
 
(d) There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to Assignee, would adversely affect Assignee's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and
 
(e) Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of the Purchaser under the Purchase Agreement with respect to the Assigned Loans.
 
3.  Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
 
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
 
(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Purchase Agreement;
 
(c) Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
 
(d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
 
(e) The Company shall establish a Custodial Account and an Escrow Account under the Purchase Agreement in favor of the Assignee with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Purchase Agreement in favor of Assignor;
 
(f) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect; and
 
(g) Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or omits or will omit to state a fact necessary to make the statements contained therein not misleading.
 
4.  Company warrants and represents to, and covenants with, Assignor and Bear Stearns Asset Backed Securities I LLC (“BSABS I”) as of the date hereof:
 
(a) Company is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Company;
 
(b) No material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Company as servicer has been disclosed or reported by the Company;
 
(c) Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger;
 
(d) No material changes to the Company’s policies or procedures with respect to the servicing function it will perform under the Purchase Agreement and this AAR Agreement for mortgage loans of a type similar to the Assigned Loans have occurred during the three-year period immediately preceding the date hereof;
 
(e) There are no aspects of the Company’s financial condition that could have a material adverse effect on the performance by the Company of its servicing obligations under the Purchase Agreement and this AAR Agreement;
 
(f) There are no material legal or governmental proceedings pending (or known to be contemplated) against the Company, any Subservicer or any third-party originator; and
 
(g) There are no affiliations, relationships or transactions relating to the Company or any Subservicer with respect to this Securitization Transaction and any party thereto of a type described in Item 1119 of Regulation AB.
 
Notwithstanding anything to the contrary in the Agreement, the Company shall (or shall cause any Third-Party Originator to) (i) immediately notify Assignor and BSABS I in writing of (A) legal proceedings pending against the Company, or proceedings known to be contemplated by governmental authorities against the Company which in the judgment of the Company would be, in each case, material to purchasers of securities backed by the Assigned Loans, (B) any affiliations or relationships of the type described in Item 1119(b) of Regulation AB that develop following the date hereof between the Company and any of the above listed parties or other parties identified in writing by the Assignor or BSABS I with respect to the Securitization Transaction and (ii) provide to the Assignor and BSABS I a description of such proceedings, affiliations or relationships.

Each such notice/update should be sent to the Assignor by e-mail to regABnotifications@bear.com. Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:

EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com

With a copy to:

Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY 10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564

Notifications pursuant to (i)(A) above should be sent to:

EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX 75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555

With copies to:

Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY 10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564

EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
 
5.  Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
 
Recognition of Assignee
 
6.  From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with the Purchase Agreement (as modified by this AAR Agreement) but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.
 
7.  Notwithstanding any term hereof to the contrary, the execution and delivery of the AAR Agreement by the Assignee is solely in its capacity as trustee for Bear Stearns Asset Backed Securities I Trust 2006-AC4 and not individually, and any recourse against the Assignee in respect of any obligations it may have under or pursuant to the terms of this AAR Agreement shall be limited solely to the assets it may hold as trustee of Bear Stearns Asset Backed Securities I Trust 2006-AC4.
 
Company shall indemnify and hold harmless the Assignor, each affiliate of the Assignor, BSABS I, the Assignee, Bear, Stearns & Co. Inc. (the “Underwriter”) and each affiliate of the Underwriter, each Person (including, but not limited to, the Master Servicer) responsible for the preparation, execution or filing of any report required to be filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, each Person who controls the Assignor, BSABS I, the Assignee or the Underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: 
 
 
  (i)
(A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided in written or electronic form under Amendment Reg AB to the Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of November 7, 2005 by and between the Assignor and the Company (the “Reg AB Amendment”) by or on behalf of the Assignor, or provided under the Reg AB Amendment by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the “Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;
     
  (ii)
any breach by the Company of its obligations under the Reg AB Amendment, including particularly any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under the Reg AB Amendment, including any failure by the Company to identify pursuant toSection 2(e)(ii) of the Reg AB Amendment any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB;
     
  (iii)
any breach by the Company of a representation or warranty set forth in Section 2(a)(i) of the Reg AB Amendment or in a writing furnished pursuant to Section 2(a)(ii) of the Reg AB Amendment and made as of a date prior to the date hereof, to the extent that such breach is not cured by the date hereof, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(a)(ii) of the Reg AB Amendment to the extent made as of a date subsequent to the date hereof; or
     
  (iv)
the negligence, bad faith or willful misconduct of the Company in connection with its performance under the Reg AB Amendment.
 
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as determined by a court of competent jurisdiction or arbitrator appointed pursuant to the Purchase Agreement to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other.
 
In the case of any failure of performance described in clause (ii) above, the Company shall promptly reimburse the Assignor, the Underwriter, BSABS I and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
 
Modification of Purchase Agreement
 
8.  The Company and Assignor hereby amend the Purchase Agreement as follows:
 
(a) The following definitions are added to Article I of the Purchase Agreement:
 
Assignee: U.S. Bank National Association, as trustee for the holders of the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4.
 
Nonrecoverable Advance: Any advance previously made by the Company pursuant to Section 5.03 or any Servicing Advance which, in the good faith judgment of the Company, may not be ultimately recoverable by the Company from Liquidation Proceeds or otherwise. The determination by the Company that it has made a Nonrecoverable Advance, shall be evidenced by an Officer’s Certificate of the Company delivered to the Purchaser and the Master Servicer and detailing the reasons for such determination.
 
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of June 1, 2006, among BSABS I, the Trustee, Wells Fargo Bank, N.A. as master servicer, the Securities Administrator and EMC Mortgage Corporation.
 
BSABS I: Bear Stearns Asset Backed Securities I LLC.
 
Securities Administrator: Wells Fargo Bank, N.A.
 
Trustee: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as provided in the Pooling and Servicing Agreement.
 
(b) The definition of Business Day is deleted in its entirety and replaced with the following:
 
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of New York, Maryland or Minnesota, or (iii) a day on which banks in the States of New York, Maryland or Minnesota are authorized or obligated by law or executive order to be closed.
 
(c) The definition of Custodial Account is deleted in its entirety and replaced with the following:
 
Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be entitled "HSBC Mortgage Corporation (USA), as Servicer, in trust for U.S. Bank National Association, as trustee for the holders of the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4”, and shall be established in an Eligible Account.

(d) The definition of Escrow Account is deleted in its entirety and replaced with the following:
 
Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be entitled "HSBC Mortgage Corporation (USA), as Servicer, in trust for U.S. Bank National Association, as trustee for the holders of the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4”, and shall be established in an Eligible Account.

(e) Section 3.02(nn) is deleted in its entirety and replaced with the following:
 
“(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act;”
 
(f) The following is added to the second sentence of the third paragraph of Section 4.13 of the Purchase Agreement:
 
“; provided, however, that any REO property shall be disposed of by the Company before the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO property, unless the Company is otherwise directed by the Assignee.”
 
(g) The following is added as Subsection 4.05(ix) of the Purchase Agreement:
 
“(ix) to reimburse itself for any Nonrecoverable Advances;”
 
(h) Section 11.04 of the Purchase Agreement is deleted in its entirety and replaced with the following:
 
Section 11.04  Governing Law.
 
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law) and except to the extent preempted by Federal law and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
 
Miscellaneous
 
9.  All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
 
 
(a)
In the case of Company:
 
HSBC MORTGAGE CORPORATION (USA)
Michael T Stilb/Senior Vice President
2929 Walden Avenue
Depew, New York 14042
 
 
(b)
In the case of Assignor:
 
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisille, Texas 7506
Attention: President or General Counsel
Telecopier No.: (972) 444-2880
 
with a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York 10179
Attention: Robert Durden
Telecopier No.: (212) 272-5591
 
 
(c)
In the case of Assignee:
 
U.S. Bank National Association,
as Trustee
One Federal Street, 3rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Services - BSABS I 2006-AC4
Telecopier No.: (617) 603-6638
 
10.  The Company hereby acknowledges that Wells Fargo Bank, N.A. (the “Master Servicer”) has been appointed as the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2006, among the Assignor, the Assignee, Bear Stearns Asset Backed Securities I LLC and the Master Servicer, and therefor has the right to enforce all obligations of the Company, as they relate to the Assigned Loans, under the Purchase Agreement. Such right will include, without limitation, the right to terminate the Company under the Purchase Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Company under the Purchase Agreement, the right to receive all monthly reports and other data required to be delivered by the Company under the Purchase Agreement, the right to examine the books and records of the Company, indemnification rights, and the right to exercise certain rights of consent and approval relating to actions taken by the Company. The Company shall make all distributions under the Purchase Agreement, as they relate to the Assigned Loans, by wire transfer of immediately available funds to:
 
BSABS I 2006-AC4
Wells Fargo Bank, N.A.
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSABS I 2006-AC4, Account # 50927800
 
and the Company shall deliver all reports required to be delivered under the Purchase Agreement, as they relate to the Assigned Loans, to the Assignee at the address set forth in Section 8 herein and to the Master Servicer at:
 
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager BSABS I 2006-AC4
 
11.  A copy of all assessments, attestations, reports and certificates required to be delivered by the Servicer under this AAR Agreement and the Purchase Agreement shall be delivered to the Master Servicer by the date(s) specified herein or therein, and where such documents are required to be addressed to any party, such addresses shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents.
 
12.  Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for, documenting of and closing of the transactions contemplated by this AAR Agreement.
 
13.  This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
 
14.  No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
 
15.  This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
 
16.  This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
 
17.  This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.
 
18.  In the event that any provision of this AAR Agreement conflicts with any provision of the Purchase Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.
 




IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
 

 
EMC MORTGAGE CORPORATION
Assignor
     
 
By:
 
 
Name:
 
 
Title:
 
   
   
 
U.S. BANK NATIONAL ASSOCIATION, not individually but solely as Trustee for
the Bear Stearns Asset Backed Securities I Trust 2006-AC4, Asset-Backed Certificates, Series 2006-AC4 Assignee
     
 
By:
 
 
Name:
Maryellen Hunter
 
Title:
Assistant Vice President
   
   
 
HSBC MORTGAGE CORPORATION
(USA)
Company
     
 
By:
 
 
Name:
 
 
Title:
 
   
 
Acknowledged and Agreed
   
 
WELLS FARGO BANK, N.A.
     
 
By:
 
 
Name:
 
 
Title:
 
   
 
BEAR STEARNS ASSET BACKED SECURITIES I LLC
     
 
By:
 
 
Name:
Joseph T. Jurkowski, Jr.
 
Title:
Vice President
 




 
ATTACHMENT 1
 
ASSIGNED LOAN SCHEDULE
 
 
(Available upon request)
 


 
ATTACHMENT 2
 
PURCHASE AGREEMENT
 
(Available upon request)
 
 



EXHIBIT S

REPORTING DATA FOR MONTHLY REPORT

Standard File Layout - Master Servicing
Column Name
Description
Decimal
Format Comment
Max Size
SER_INVESTOR_NBR
A value assigned by the Servicer to define a group of loans.
 
Text up to 10 digits
20
LOAN_NBR
A unique identifier assigned to each loan by the investor.
 
Text up to 10 digits
10
SERVICER_LOAN_NBR
A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR.
 
Text up to 10 digits
10
BORROWER_NAME
The borrower name as received in the file. It is not separated by first and last name.
 
Maximum length of 30 (Last, First)
30
SCHED_PAY_AMT
Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant.
2
No commas(,) or dollar signs ($)
11
NOTE_INT_RATE
The loan interest rate as reported by the Servicer.
4
Max length of 6
6
NET_INT_RATE
The loan gross interest rate less the service fee rate as reported by the Servicer.
4
Max length of 6
6
SERV_FEE_RATE
The servicer's fee rate for a loan as reported by the Servicer.
4
Max length of 6
6
SERV_FEE_AMT
The servicer's fee amount for a loan as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
NEW_PAY_AMT
The new loan payment amount as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
NEW_LOAN_RATE
The new loan rate as reported by the Servicer.
4
Max length of 6
6
ARM_INDEX_RATE
The index the Servicer is using to calculate a forecasted rate.
4
Max length of 6
6
ACTL_BEG_PRIN_BAL
The borrower's actual principal balance at the beginning of the processing cycle.
2
No commas(,) or dollar signs ($)
11
ACTL_END_PRIN_BAL
The borrower's actual principal balance at the end of the processing cycle.
2
No commas(,) or dollar signs ($)
11
BORR_NEXT_PAY_DUE_DATE
The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer.
 
MM/DD/YYYY
10
SERV_CURT_AMT_1
The first curtailment amount to be applied.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_DATE_1
The curtailment date associated with the first curtailment amount.
 
MM/DD/YYYY
10
CURT_ADJ_ AMT_1
The curtailment interest on the first curtailment amount, if applicable.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_AMT_2
The second curtailment amount to be applied.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_DATE_2
The curtailment date associated with the second curtailment amount.
 
MM/DD/YYYY
10
CURT_ADJ_ AMT_2
The curtailment interest on the second curtailment amount, if applicable.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_AMT_3
The third curtailment amount to be applied.
2
No commas(,) or dollar signs ($)
11
SERV_CURT_DATE_3
The curtailment date associated with the third curtailment amount.
 
MM/DD/YYYY
10
CURT_ADJ_AMT_3
The curtailment interest on the third curtailment amount, if applicable.
2
No commas(,) or dollar signs ($)
11
PIF_AMT
The loan "paid in full" amount as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
PIF_DATE
The paid in full date as reported by the Servicer.
 
MM/DD/YYYY
10
     
Action Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution, 65=Repurchase,70=REO
2
ACTION_CODE
The standard FNMA numeric code used to indicate the default/delinquent status of a particular loan.
INT_ADJ_AMT
The amount of the interest adjustment as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
SOLDIER_SAILOR_ADJ_AMT
The Soldier and Sailor Adjustment amount, if applicable.
2
No commas(,) or dollar signs ($)
11
NON_ADV_LOAN_AMT
The Non Recoverable Loan Amount, if applicable.
2
No commas(,) or dollar signs ($)
11
LOAN_LOSS_AMT
The amount the Servicer is passing as a loss, if applicable.
2
No commas(,) or dollar signs ($)
11
SCHED_BEG_PRIN_BAL
The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors.
2
No commas(,) or dollar signs ($)
11
SCHED_END_PRIN_BAL
The scheduled principal balance due to investors at the end of a processing cycle.
2
No commas(,) or dollar signs ($)
11
SCHED_PRIN_AMT
The scheduled principal amount as reported by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans.
2
No commas(,) or dollar signs ($)
11
SCHED_NET_INT
The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans.
2
No commas(,) or dollar signs ($)
11
ACTL_PRIN_AMT
The actual principal amount collected by the Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans.
2
No commas(,) or dollar signs ($)
11
ACTL_NET_INT
The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans.
2
No commas(,) or dollar signs ($)
11
PREPAY_PENALTY_ AMT
The penalty amount received when a borrower prepays on his loan as reported by the Servicer.
2
No commas(,) or dollar signs ($)
11
PREPAY_PENALTY_ WAIVED
The prepayment penalty amount for the loan waived by the servicer.
2
No commas(,) or dollar signs ($)
11
MOD_DATE
The Effective Payment Date of the Modification for the loan.
 
MM/DD/YYYY
10
MOD_TYPE
The Modification Type.
 
Varchar - value can be alpha or numeric
30
DELINQ_P&I_ADVANCE_AMT
The current outstanding principal and interest advances made by Servicer.
2
No commas(,) or dollar signs ($)
11






EXHIBIT T

REPORTING DATA FOR DEFAULTED LOANS

Standard File Layout - Delinquency Reporting

Column/Header Name
Description
Decimal
Format Comment
SERVICER_LOAN_NBR
A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR
 
 
LOAN_NBR
A unique identifier assigned to each loan by the originator.
 
 
CLIENT_NBR
Servicer client number
   
SERV_INVESTOR_NBR
Contains a unique number as assigned by an external servicer to identify a group of loans in their system.
 
 
BORROWER_FIRST_NAME
First name of the borrower.
   
BORROWER_LAST_NAME
Last name of the borrower.
   
PROP_ADDRESS
Street name and number of property
 
 
PROP_STATE
The state where the property located.
 
 
PROP_ZIP
Zip code where the property is located.
 
 
BORR_NEXT_PAY_DUE_DATE
The date that the borrower's next payment is due to the servicer at the end of processing cycle, as reported by Servicer.
 
MM/DD/YYYY
LOAN_TYPE
Loan type (i.e. FHA, VA, Conv)
 
 
BANKRUPTCY_FILED_DATE
The date a particular bankruptcy claim was filed.
 
MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE
The chapter under which the bankruptcy was filed.
 
 
BANKRUPTCY_CASE_NBR
The case number assigned by the court to the bankruptcy filing.
 
 
POST_PETITION_DUE_DATE
The payment due date once the bankruptcy has been approved by the courts
 
MM/DD/YYYY
BANKRUPTCY_DCHRG_DISM_DATE
The date the loan Is removed from bankruptcy. Either by dismissal, discharge and/or a motion for relief was granted.
 
MM/DD/YYYY
LOSS_MIT_APPR_DATE
The date the loss mitigation was approved by the servicer
 
MM/DD/YYYY
LOSS_MIT_TYPE
The type of loss mitigation approved for a loan such as;
   
LOSS_MIT_EST_COMP_DATE
The date the loss mitigation plan Is scheduled to end/close
 
MM/DD/YYYY
LOSS_MIT_ACT_COMP_DATE
The date the loss mitigation Is actually completed
 
MM/DD/YYYY
FRCLSR_APPROVED_DATE
The date DA Admin sends a letter to the servicer with instructions to begin foreclosure proceedings.
 
MM/DD/YYYY
ATTORNEY_REFERRAL_DATE
Date file was referred to attorney to pursue foreclosure
 
MM/DD/YYYY
FIRST_LEGAL_DATE
Notice of 1st legal filed by an attorney in a foreclosure action
 
MM/DD/YYYY
FRCLSR_SALE_EXPECTED_DATE
The date by which a foreclosure sale is expected to occur.
 
MM/DD/YYYY
FRCLSR_SALE_DATE
The actual date of the foreclosure sale.
 
MM/DD/YYYY
FRCLSR_SALE_AMT
The amount a property sold for at the foreclosure sale.
2
No commas(,) or dollar signs ($)
EVICTION_START_DATE
The date the servicer initiates eviction of the borrower.
 
MM/DD/YYYY
EVICTION_COMPLETED_DATE
The date the court revokes legal possession of the property from the borrower.
 
MM/DD/YYYY
LIST_PRICE
The price at which an REO property is marketed.
2
No commas(,) or dollar signs ($)
LIST_DATE
The date an REO property is listed at a particular price.
 
MM/DD/YYYY
OFFER_AMT
The dollar value of an offer for an REO property.
2
No commas(,) or dollar signs ($)
OFFER_DATE_TIME
The date an offer is received by DA Admin or by the Servicer.
 
MM/DD/YYYY
REO_CLOSING_DATE
The date the REO sale of the property is scheduled to close.
 
MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE
Actual date Of REO sale
 
MM/DD/YYYY
OCCUPANT_CODE
Classification of how the property is occupied.
 
 
PROP_CONDITION_CODE
A code that indicates the condition of the property.
 
 
PROP_INSPECTION_DATE
The date a property inspection is performed.
 
MM/DD/YYYY
APPRAISAL_DATE
The date the appraisal was done.
 
MM/DD/YYYY
CURR_PROP_VAL
 The current "as is" value of the property based on brokers price opinion or appraisal.
2
 
REPAIRED_PROP_VAL
The amount the property would be worth if repairs are completed pursuant to a broker's price opinion or appraisal.
2
 
If applicable:
 
 
 
DELINQ_STATUS_CODE
FNMA code describing status of loan
   
DELINQ_REASON_CODE
The circumstances which caused a borrower to stop paying on a loan. Code indicates the reason why the loan is in default for this cycle.
   
MI_CLAIM_FILED_DATE
Date mortgage insurance claim was filed with mortgage insurance company.
 
MM/DD/YYYY
MI_CLAIM_AMT
Amount of mortgage insurance claim filed
 
No commas(,) or dollar signs ($)
MI_CLAIM_PAID_DATE
Date mortgage insurance company disbursed claim payment
 
MM/DD/YYYY
MI_CLAIM_AMT_PAID
Amount mortgage insurance company paid on claim
2
No commas(,) or dollar signs ($)
POOL_CLAIM_FILED_DATE
Date claim was filed with pool insurance company
 
MM/DD/YYYY
POOL_CLAIM_AMT
Amount of claim filed with pool insurance company
2
No commas(,) or dollar signs ($)
POOL_CLAIM_PAID_DATE
Date claim was settled and the check was issued by the pool insurer
 
MM/DD/YYYY
POOL_CLAIM_AMT_PAID
Amount paid on claim by pool insurance company
2
No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE
 Date FHA Part A Claim was filed with HUD
 
MM/DD/YYYY
FHA_PART_A_CLAIM_AMT
 Amount of FHA Part A claim filed
2
No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE
 Date HUD disbursed Part A claim payment
 
MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT
 Amount HUD paid on Part A claim
2
No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE
  Date FHA Part B claim was filed with HUD
 
MM/DD/YYYY
FHA_PART_B_CLAIM_AMT
  Amount of FHA Part B claim filed
2
No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE
   Date HUD disbursed Part B claim payment
 
MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT
 Amount HUD paid on Part B claim
2
No commas(,) or dollar signs ($)
VA_CLAIM_FILED_DATE
 Date VA claim was filed with the Veterans Admin
 
MM/DD/YYYY
VA_CLAIM_PAID_DATE
 Date Veterans Admin. disbursed VA claim payment
 
MM/DD/YYYY
VA_CLAIM_PAID_AMT
 Amount Veterans Admin. paid on VA claim
2
No commas(,) or dollar signs ($)
 
 
Exhibit 2: Standard File Codes - Delinquency Reporting
 
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
 
·  ASUM-
Approved Assumption
·  BAP-
Borrower Assistance Program
·  CO-
Charge Off
·  DIL-
Deed-in-Lieu
·  FFA-
Formal Forbearance Agreement
·  MOD-
Loan Modification
·  PRE-
Pre-Sale
·  SS-
Short Sale
·  MISC-
Anything else approved by the PMI or Pool Insurer
 
 
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.
 
The Occupant Code field should show the current status of the property code as follows:
 
·  
Mortgagor
 
·  
Tenant
 
·  
Unknown
 
·  
Vacant
 
 
The Property Condition field should show the last reported condition of the property as follows:
 
·  
Damaged
 
·  
Excellent
 
·  
Fair
 
·  
Gone
 
·  
Good
 
·  
Poor
 
·  
Special Hazard
 
·  
Unknown
 

Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
 
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
 

Delinquency Code
Delinquency Description
001
FNMA-Death of principal mortgagor
002
FNMA-Illness of principal mortgagor
003
FNMA-Illness of mortgagor’s family member
004
FNMA-Death of mortgagor’s family member
005
FNMA-Marital difficulties
006
FNMA-Curtailment of income
007
FNMA-Excessive Obligation
008
FNMA-Abandonment of property
009
FNMA-Distant employee transfer
011
FNMA-Property problem
012
FNMA-Inability to sell property
013
FNMA-Inability to rent property
014
FNMA-Military Service
015
FNMA-Other
016
FNMA-Unemployment
017
FNMA-Business failure
019
FNMA-Casualty loss
022
FNMA-Energy environment costs
023
FNMA-Servicing problems
026
FNMA-Payment adjustment
027
FNMA-Payment dispute
029
FNMA-Transfer of ownership pending
030
FNMA-Fraud
031
FNMA-Unable to contact borrower
INC
FNMA-Incarceration


Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
 
The FNMA Delinquent Status Code field should show the Status of Default as follows:
 

Status Code
Status Description
09
Forbearance
17
Pre-foreclosure Sale Closing Plan Accepted
24
Government Seizure
26
Refinance
27
Assumption
28
Modification
29
Charge-Off
30
Third Party Sale
31
Probate
32
Military Indulgence
43
Foreclosure Started
44
Deed-in-Lieu Started
49
Assignment Completed
61
Second Lien Considerations
62
Veteran’s Affairs-No Bid
63
Veteran’s Affairs-Refund
64
Veteran’s Affairs-Buydown
65
Chapter 7 Bankruptcy
66
Chapter 11 Bankruptcy
67
Chapter 13 Bankruptcy





EXHIBIT U

REPORTING DATA FOR REALIZED LOSSES AND GAINS

Calculation of Realized Loss/Gain Form 332- Instruction Sheet

NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages are due on the remittance report date. Late submissions may result in claims not being passed until the following month. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
 
(a)    
 
(b)  
    The numbers on the 332 form correspond with the numbers listed below.
 
Liquidation and Acquisition Expenses:
1.
The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
   
2.
The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
   
3.
Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.
   
4-12.
Complete as applicable. Required documentation:
   
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
 
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.
 
* For escrow advances - complete payment history
 
(to calculate advances from last positive escrow balance forward)
 
* Other expenses -  copies of corporate advance history showing all payments
 
* REO repairs > $1500 require explanation
 
* REO repairs >$3000 require evidence of at least 2 bids.
 
* Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate
 
* Unusual or extraordinary items may require further documentation.
 
13.    The total of lines 1 through 12.
 
(c)  
        Credits:
 
14-21.
      Complete as applicable. Required documentation:
 
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
 
Letter of Proceeds Breakdown.
 
* Copy of EOB for any MI or gov't guarantee
 
* All other credits need to be clearly defined on the 332 form            
 
 
22.
      The total of lines 14 through 21.
 
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.
 
Total Realized Loss (or Amount of Any Gain)
 
23.     The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ).





Calculation of Realized Loss/Gain Form 332

 
Prepared by: __________________
Date: _______________
Phone: ______________________
Email Address:_____________________
 
 
Servicer Loan No.
 
Servicer Name
 
Servicer Address
 
 
WELLS FARGO BANK, N.A. Loan No._____________________________
 
Borrower's Name: _________________________________________________________
 
Property Address: _________________________________________________________
 
Liquidation Type: REO Sale   3rd Party Sale  Short Sale     Charge Off 
 
Was this loan granted a Bankruptcy deficiency or cramdown  Yes      No
 
If “Yes”, provide deficiency or cramdown amount _______________________________
 
Liquidation and Acquisition Expenses:
 
(1)
Actual Unpaid Principal Balance of Mortgage Loan
$ ______________
(1)
(2)
Interest accrued at Net Rate
________________
(2)
(3)
Accrued Servicing Fees
________________
(3)
(4)
Attorney's Fees
________________
(4)
(5)
Taxes
________________
(5)
(6)
Property Maintenance
________________
(6)
(7)
MI/Hazard Insurance Premiums
________________
(7)
(8)
Utility Expenses
________________
(8)
(9)
Appraisal/BPO
________________
(9)
(10)
Property Inspections
________________
(10)
(11)
FC Costs/Other Legal Expenses
________________
(11)
(12)
Other (itemize)
$________________
(12)
Cash for Keys__________________________
 
________________
 
HOA/Condo Fees_______________________
 
________________
 
______________________________________
 
________________
 
______________________________________
 
________________
 
Total Expenses
 
$ _______________
(13)
Credits:
     
(14)
Escrow Balance
$ _______________
(14)
(15)
HIP Refund
________________
(15)
(16)
Rental Receipts
________________
(16)
(17)
Hazard Loss Proceeds
________________
(17)
(18)
Primary Mortgage Insurance Proceeds
________________
(18)
 
HUD Part A
________________
(18a)
 
HUD Part B
________________
(18b)
(19)
Pool Insurance Proceeds
________________
(19)
(20)
Proceeds from Sale of Acquired Property
________________
(20)
(21)
Other (itemize)
________________
(21)
_________________________________________
 
_________________
 
_________________________________________
 
_________________
 
Total Credits
$________________
(22)
 
Total Realized Loss (or Amount of Gain)
$________________
(23)
 



Type
(Tax /Ins.)
Date Paid
Period of Coverage
Total Paid
Base Amount
Penalties
Interest