EX-4.1 3 d620527_ex4-1.htm POOLING AND SERVICING AGREEMENT Unassociated Document
BEAR STEARNS ASSET BACKED SECURITIES I LLC
 
Depositor
 
EMC MORTGAGE CORPORATION
 
Seller, Master Servicer and Company
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
Securities Administrator
 
and
 
U.S. BANK NATIONAL ASSOCIATION
 
Trustee
 
____________________
 
POOLING AND SERVICING AGREEMENT
 
Dated as of January 1, 2007
 
________________________________________
 
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2007-AC1
 
ASSET-BACKED CERTIFICATES, SERIES 2007-AC1
 





TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
 
Section 1.01
Defined Terms.
Section 1.02
Allocation of Certain Interest Shortfalls.
 
ARTICLE II
CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES
 
Section 2.01
Conveyance of Trust Fund.
Section 2.02
Acceptance of the Mortgage Loans.
Section 2.03
Representations, Warranties and Covenants of the Company, the Master Servicer, the Securities Administrator and the Seller.
Section 2.04
Representations and Warranties of the Depositor.
Section 2.05
Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases.
Section 2.06
Countersignature and Delivery of Certificates.
Section 2.07
Purposes and Powers of the Trust.
 
ARTICLE III
ADMINISTRATION AND SERVICING OF EMC MORTGAGE LOANS BY COMPANY
 
Section 3.01
The Company.
Section 3.02
Due-on-Sale Clauses; Assumption Agreements.
Section 3.03
Subservicers.
Section 3.04
Documents, Records and Funds in Possession of Company To Be Held for Trustee.
Section 3.05
Maintenance of Hazard Insurance.
Section 3.06
Presentment of Claims and Collection of Proceeds.
Section 3.07
Maintenance of the Primary Mortgage Insurance Policies.
Section 3.08
Fidelity Bond, Errors and Omissions Insurance.
Section 3.09
Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans.
Section 3.10
Servicing Compensation.
Section 3.11
REO Property.
Section 3.12
Liquidation Reports.
Section 3.13
Books and Records.
 
ARTICLE IV
ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
 
Section 4.01
Master Servicer.
Section 4.02
REMIC-Related Covenants.
Section 4.03
Monitoring of Company and Servicer.
Section 4.04
Fidelity Bond.
Section 4.05
Power to Act; Procedures.
Section 4.06
Due-on-Sale Clauses; Assumption Agreements.
Section 4.07
Release of Mortgage Files.
Section 4.08
Documents, Records and Funds in Possession of Master Servicer, Company and Servicer To Be Held for Trustee.
Section 4.09
Standard Hazard Insurance and Flood Insurance Policies.
Section 4.10
Presentment of Claims and Collection of Proceeds.
Section 4.11
Maintenance of the Primary Mortgage Insurance Policies.
Section 4.12
Trustee to Retain Possession of Certain Insurance Policies and Documents.
Section 4.13
Realization Upon Defaulted Mortgage Loans.
Section 4.14
Compensation for the Master Servicer.
Section 4.15
REO Property.
Section 4.16
Annual Statement as to Compliance.
Section 4.17
Assessments of Compliance and Attestation Reports.
Section 4.18
Reports Filed with Securities and Exchange Commission.
Section 4.19
Intention of the Parties and Interpretation.
Section 4.20
UCC.
Section 4.21
Optional Purchase of Certain Mortgage Loans.
 
ARTICLE V
ACCOUNTS
 
Section 5.01
Collection of Mortgage Loan Payments; Protected Account.
Section 5.02
Permitted Withdrawals From the Protected Account.
Section 5.03
Reports to Master Servicer.
Section 5.04
Collection of Taxes; Assessments and Similar Items; Escrow Accounts.
Section 5.05
Servicer Protected Accounts.
Section 5.06
Master Servicer Collection Account.
Section 5.07
Permitted Withdrawals From the Master Servicer Collection Account.
Section 5.08
Distribution Account.
Section 5.09
Permitted Withdrawals and Transfers from the Distribution Account.
 
ARTICLE VI
DISTRIBUTIONS AND ADVANCES
 
Section 6.01
Advances.
Section 6.02
Compensating Interest Payments.
Section 6.03
REMIC Distributions.
Section 6.04
Distributions.
Section 6.05
Allocation of Realized Losses.
Section 6.06
Monthly Statements to Certificateholders.
Section 6.07
REMIC Designations and REMIC Distributions.
Section 6.08
Reserve Fund.
Section 6.09
Class P Certificate Account.
 
ARTICLE VII
THE CERTIFICATES
 
Section 7.01
The Certificates.
Section 7.02
Certificate Register; Registration of Transfer and Exchange of Certificates.
Section 7.03
Mutilated, Destroyed, Lost or Stolen Certificates.
Section 7.04
Persons Deemed Owners.
Section 7.05
Access to List of Certificateholders’ Names and Addresses.
Section 7.06
Book-Entry Certificates.
Section 7.07
Notices to Depository.
Section 7.08
Definitive Certificates.
Section 7.09
Maintenance of Office or Agency.
 
ARTICLE VIII
THE COMPANY AND THE MASTER SERVICER
 
Section 8.01
Liabilities of the Depositor, the Company and the Master Servicer.
Section 8.02
Merger or Consolidation of the Depositor, the Company or the Master Servicer.
Section 8.03
Indemnification of the Trustee and the Master Servicer.
Section 8.04
Limitations on Liability of the Depositor, the Company, the Master Servicer and Others.
Section 8.05
Master Servicer and Company Not to Resign.
Section 8.06
Successor Master Servicer.
Section 8.07
Sale and Assignment of Master Servicing.
 
ARTICLE IX
DEFAULT; TERMINATION OF MASTER SERVICER; TERMINATION OF COMPANY
 
Section 9.01
Events of Default.
Section 9.02
Trustee to Act; Appointment of Successor.
Section 9.03
Notification to Certificateholders and Rating Agencies.
Section 9.04
Waiver of Defaults.
Section 9.05
Company Default.
Section 9.06
Waiver of Company Defaults.
 
ARTICLE X
CONCERNING THE TRUSTEE 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.
Section 10.13
Indemnification of the Securities Administrator.
Section 10.14
Limitations on Liability of the Securities Administrator.
 
ARTICLE XI
TERMINATION
 
Section 11.01
Termination upon Liquidation or Repurchase of all Mortgage Loans.
Section 11.02
Final Distribution on the Certificates.
Section 11.03
Additional Termination Requirements.
 
ARTICLE XII
MISCELLANEOUS PROVISIONS
 
Section 12.01
Amendment.
Section 12.02
Recordation of Agreement; Counterparts.
Section 12.03
Governing Law.
Section 12.04
Intention of Parties.
Section 12.05
Notices.
Section 12.06
Severability of Provisions.
Section 12.07
Assignment.
Section 12.08
Limitation on Rights of Certificateholders.
Section 12.09
Inspection and Audit Rights.
Section 12.10
Certificates Nonassessable and Fully Paid.
 
   
EXHIBITS
 
Exhibit A-1
Form of Class A Certificates
Exhibit A-2
Form of Class X Certificates
Exhibit A-3
Form of Class M Certificates
Exhibit A-4
Form of Class B Certificates
Exhibit A-5
Form of Class C Certificates
Exhibit A-6
Form of Class P Certificates
Exhibit A-7
Form of Class R Certificates
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of 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
Greenpoint Servicing Agreement
Exhibit Q-3
Wells Fargo Servicing Agreement
Exhibit R-1
American Home Assignment, Assumption and Recognition Agreement
Exhibit R-2
Greenpoint Assignment, Assumption and Recognition Agreement
Exhibit R-3
Wells Fargo Assignment, Assumption and Recognition Agreement
Exhibit S-1
Remittance Overview Report
Exhibit S-2
Remittance Summary Report
Exhibit T
Default Detail Report
Exhibit U
Calculation of Gain/Loss
Exhibit V
Claims Submitted
Exhibit W
EMC Master Servicing Asset Authority Levels
Exhibit X
Delinquency Summary Report
Exhibit Y
Loss Severity Summary Report
Exhibit Z
Modified Loans
Exhibit AA
Form of Certification to be Provided by the Securities Administrator to Depositor







POOLING AND SERVICING AGREEMENT, dated as of January 1, 2007, 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”), as master servicer (in such capacity, the “Master Servicer”) and as company (in such capacity, the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, 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 any Prepayment Charge Waiver Amounts) as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”. The Class R-1 Certificates will represent the sole class of Residual Interests (as defined herein) in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.
 
 
Designation
     
 
Initial Uncertificated Principal Balance
     
Uncertificated REMIC I
Pass-Through Rate
     
 
Latest Possible Maturity Date(1)
AA
     
$
446,659,782.08
     
Variable(2)
       
February 25, 2037
A-1
     
$
3,570,100.00
     
Variable(2)
       
February 25, 2037
A-2
     
$
218,270.00
     
Variable(2)
       
February 25, 2037
A-3
     
$
443,500.00
     
Variable(2)
       
February 25, 2037
M-1
     
$
102,550.00
     
Variable(2)
       
February 25, 2037
M-2
     
$
31,900.00
     
Variable(2)
       
February 25, 2037
M-3
     
$
22,790.00
     
Variable(2)
       
February 25, 2037
M-4
     
$
22,790.00
     
Variable(2)
       
February 25, 2037
B-1
     
$
22,790.00
     
Variable(2)
       
February 25, 2037
B-2
     
$
22,790.00
     
Variable(2)
       
February 25, 2037
B-3
     
$
22,790.00
     
Variable(2)
       
February 25, 2037
B-4
     
$
36,460.00
     
Variable(2)
       
February 25, 2037
ZZ
     
$
4,598,775.76
     
Variable(2)
       
February 25, 2037
P
     
$
100.00
     
0.00
%
     
February 25, 2037
___________________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest.
(2)
Calculated in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate” herein.

REMIC II
 
As provided herein, the 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
     
$
357,010,000.00
     
(2)
       
February 25, 2037
A-2
     
$
21,827,000.00
     
(2)
       
February 25, 2037
A-3
     
$
44,350,000.00
     
(2)
       
February 25, 2037
M-1
     
$
10,255,000.00
     
(2)
       
February 25, 2037
M-2
     
$
3,190,000.00
     
(2)
       
February 25, 2037
M-3
     
$
2,279,000.00
     
(2)
       
February 25, 2037
M-4
     
$
2,279,000.00
     
(2)
       
February 25, 2037
B-1
     
$
2,279,000.00
     
(2)
       
February 25, 2037
B-2
     
$
2,279,000.00
     
(2)
       
February 25, 2037
B-3
     
$
2,279,000.00
     
(2)
       
February 25, 2037
B-4
     
$
3,646,000.00
     
(2)
       
February 25, 2037
C
     
$
4,102,287.84
     
(2) (3)
       
February 25, 2037
P
     
$
100.00
     
0.00
%
     
February 25, 2037
___________________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC II Regular Interest.
(2)
Calculated in accordance with the definition of “Uncertificated REMIC II Pass-Through Rate” herein.
(3)
REMIC II Regular Interest C will not accrue interest on its Uncertificated Principal Balance, but will accrue interest at the related Uncertificated REMIC II Pass-Through Rate on its Uncertificated Notional Amount (as defined herein) which shall equal the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest P).

REMIC III
 
As provided herein, the 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
     
$
357,010,000.00
     
Class A-1 Pass-Through Rate
       
February 25, 2037
A-2
     
$
21,827,000.00
     
Class A-2 Pass-Through Rate
       
February 25, 2037
A-3
     
$
44,350,000.00
     
Class A-3 Pass-Through Rate
       
February 25, 2037
X
       
(2)
     
Class X Pass-Through Rate
       
February 25, 2037
M-1
     
$
10,225,000.00
     
Class M-1 Pass-Through Rate
       
February 25, 2037
M-2
     
$
3,190,000.00
     
Class M-2 Pass-Through Rate
       
February 25, 2037
M-3
     
$
2,279,000.00
     
Class M-3 Pass-Through Rate
       
February 25, 2037
M-4
     
$
2,279,000.00
     
Class M-4 Pass-Through Rate
       
February 25, 2037
B-1
     
$
2,279,000.00
     
Class B-1 Pass-Through Rate
       
February 25, 2037
B-2
     
$
2,279,000.00
     
Class B-2 Pass-Through Rate
       
February 25, 2037
B-3
     
$
2,279,000.00
     
Class B-3 Pass-Through Rate
       
February 25, 2037
B-4
     
$
3,646,000.00
     
Class B-4 Pass-Through Rate
       
February 25, 2037
Class C Interest
     
$
455,775,287.84
     
(3)
       
February 25, 2037
Class P Interest
     
$
100.00
     
0.00
%
     
February 25, 2037
___________________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Class A, Class X, Class M and Class B Certificates and the Class C Interest and the Class P Interest.
(2)
The Class X Certificates do not have a principal balance but will accrue interest on a Notional Amount equal to the Certificate Principal Balance of the Class A-3 Certificates.
(3)
The Class C Interest will not accrue interest on its Uncertificated Principal Balance, but will be entitled to 100% of the amounts distributed on REMIC II Regular Interest 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 III for purposes of the REMIC Provisions.
 
The following table sets forth the Class designation, Pass-Through Rate, Initial Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class of Certificates that represents a Regular Interest in REMIC IV created hereunder:
 
 
Class Designation
 
Pass-Through Rate
Initial Certificate Principal Balance
Latest Possible
Maturity Date(1)
C
(2)
$455,775,287.84
February 25, 2037
_______________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class C Certificates.
(2)
The Class C Certificates will receive 100% of the amounts received in respect of the Class C Interest.
 
 
REMIC V
 
As provided herein, the 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
February 25, 2037
_______________
(1)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class P Certificates.
(2)
The Class P Certificates will receive 100% of the amounts received in respect of the Class P Interest.
 
 
The Trust Fund shall be named, and may be referred to as, the “Bear Stearns Asset Backed Securities I Trust 2007-AC1.” The Certificates issued hereunder may be referred to as “Asset-Backed Certificates Series 2007-AC1” (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 Servicer).
 
Accepted Servicing Practices: With respect to each EMC Mortgage Loan, those mortgage servicing practices (including collection procedures) that are in accordance with all applicable statutes, regulations and prudent mortgage banking practices for similar mortgage loans.
 
Account: The Distribution Account, the Master Servicer Collection Account, the Reserve Fund and any Protected Account.
 
Additional Disclosure: As defined in Section 4.18. 
 
Additional Form 10-D Disclosure: As defined in Section 4.18. 
 
Additional Form 10-K Disclosure: As defined in Section 4.18. 
 
Adjustable Rate Mortgage Loan: Each of the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage Rate that is subject to adjustment.
 
Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the first day of the month in which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.
 
Advance: An advance of delinquent payments of principal or interest in respect of a Mortgage Loan required to be made by the Company as provided in Section 6.01(a) hereof, by the related Servicer in accordance with the related Servicing Agreement or by the Master Servicer as provided in Section 6.01(b) hereof.
 
Agreement: This Pooling and Servicing Agreement and any and all amendments or supplements hereto made in accordance with the terms herein.
 
American Home: American Home Mortgage Corp.
 
American Home Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of January 30, 2007, 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, 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 Remittance Date on account of (i) all Scheduled Payments or portions thereof received in respect of the Mortgage Loans due after the related Due Period and (ii) Principal Prepayments received in respect of such Mortgage Loans after the last day of the related Prepayment Period, (iii) Liquidation Proceeds and Insurance Proceeds received in respect of such Mortgage Loans after the last day of the related calendar month immediately preceding such Distribution Date.
 
Annual Statement of Compliance: As defined in Section 4.16.
 
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Class A, Class M and Class B Certificates, the sum of the Realized Losses with respect to the Mortgage Loans which have been applied in reduction of the Certificate Principal Balance of a Class of Certificates pursuant to Section 6.05 of this Agreement which have not previously been reimbursed or reduced by any Subsequent Recoveries applied to such Applied Realized Loss Amount.
 
Appraised Value: With respect to any Mortgage Loan originated in connection with a refinancing, the appraised value of the Mortgaged Property based upon the appraisal made at the time of such refinancing or, with respect to any other Mortgage Loan, the lesser of (x) the appraised value of the Mortgaged Property based upon the appraisal made by a fee appraiser at the time of the origination of the related Mortgage Loan, and (y) the sales price of the Mortgaged Property at the time of such origination.
 
Assignment Agreement: Shall mean any of the American Home Assignment Agreement, Greenpoint Assignment Agreement or the Wells Fargo 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 greater of (A) the excess, if any, of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date, over (ii) the lesser of (a) the product of (1) 85.70% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (b) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus $2,278,876, and (B) the lesser of (I) $1,000, and (II) the aggregate Certificate Principal Balance of the Class A Certificates on such Distribution Date prior to principal distributions on such Certificates.
 
Class A-1 Certificate: Any Certificate designated as a “Class A-1 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class A-1 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, 6.25% per annum, subject to the applicable Net Rate Cap and (ii) for each Distribution Date thereafter 6.75% per annum, subject to the applicable Net Rate Cap.
 
Class A-2 Certificate: Any Certificate designated as a “Class A-2 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class A-2 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, 6.25% per annum, subject to the applicable Net Rate Cap and (ii) for each Distribution Date thereafter 6.75% per annum, subject to the applicable Net Rate Cap.
 
Class A-3 Certificate: Any Certificate designated as a “Class A-3 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class A-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class A-3 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, 6.05% per annum, subject to the applicable Net Rate Cap and (ii) for each Distribution Date thereafter 6.55% per annum, subject to the applicable Net Rate Cap.
 
Class B Certificates: Any of the Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.
 
Class B-1 Certificate: Any Certificate designated as a “Class B-1 Certificate” on the face thereof, in the form of Exhibit A-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 1.000% per annum and (2) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 1.500% per annum and (2) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class B-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date) and (6) the Certificate Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 94.60% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus $2,278,876.
 
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 1.500% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 2.250% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class B-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date) and (7) the Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 95.60% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus $2,278,876.
 
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 1.800% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 2.700% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class B-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (7) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date) and (8) the Certificate Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 96.60% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus $2,278,876.
 
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 1.800% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 2.700% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class B-4 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (7) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class B-3 Certificates (after taking into account the payment of the Class B-3 Principal Distribution Amount on such Distribution Date) and (9) the Certificate Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 98.20% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus $2,278,876.
 
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 any Distribution Date shall be an amount equal to 100% of the amounts distributed in respect of REMIC II Regular Interest C on such Distribution Date.
 
Class C Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.
 
Class M Certificates: Any of the Class M-1, Class M-2, Class M-3 and Class M-4 Certificates.
 
Class M-1 Certificate: Any Certificate designated as a “Class M-1 Certificate” on the face thereof, in the form of Exhibit A-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) 90.20% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus $2,278,876.
 
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 0.400% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.600% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class M-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount and the Class M-1 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and (3) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 91.60% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus $2,278,876.
 
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 0.440% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.660% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class M-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and (4) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 92.60% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus $2,278,876.
 
Class M-4 Certificate: Any Certificate designated as a “Class M-4 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-4 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.
 
Class M-4 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 0.480% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.720% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.
 
Class M-4 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and (5) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 93.60% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus $2,278,876.
 
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 (i) a Regular Interest in REMIC V and (ii) the right to receive any Prepayment Charge Waiver Amounts.
 
Class P Certificate Account: The account established and maintained by the 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 R-4 Interest: The uncertificated Residual Interest in REMIC IV.
 
Class R-5 Interest: The uncertificated Residual Interest in REMIC V.
 
Class RX Certificate: Any Certificate designated a “Class RX Certificate” on the face thereof, in the form set forth in Exhibit A-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.
 
Class X Certificate: Any Certificate designated as a “Class X Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to its Percentage Interest of distributions provided for the Class X Certificates as set forth herein and evidencing a Regular Interest in REMIC III.
 
Class X Pass-Through Rate: Shall mean on any Distribution Date, 0.20% per annum.
 
Closing Date: January 30, 2007.
 
Code: The Internal Revenue Code of 1986, including any successor or amendatory provisions.
 
Company: EMC.
 
Company Information: As defined in Section 4.18(b).
 
Compensating Interest: An amount, not to exceed the Servicing Fee, to be deposited in the Distribution Account by the Company or the related Servicer with respect to the payment of a Prepayment Interest Shortfall on a Mortgage Loan subject to this Agreement.
 
Corporate Trust Office: With respect to the Trustee, the designated corporate trust office of the Trustee where at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this agreement is located at U.S. Bank National Association, One Federal Street, 3rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services/BSABS 2007-AC1, 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 2007-AC1 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 2007-AC1.
 
Corresponding Certificate: With respect to each REMIC II Regular Interest (other than REMIC II Regular Interests C and P), the Certificate with the corresponding designation.
 
Corresponding Interest: With respect to each REMIC I Regular Interest (other than REMIC I Regular Interests AA and ZZ), the REMIC II Regular Interest with the corresponding designation.
 
Current Interest: As of any Distribution Date, with respect to the Certificates and interests of each class (other than the Class P Interest, the Class P Certificates, the Residual Interests and the Residual Certificates), (i) the interest accrued on the Certificate Principal Balance or Notional Amount or Uncertificated Notional Amount, as applicable, during the related Interest Accrual Period at the applicable Pass-Through Rate, plus any amount previously distributed with respect to interest for such Certificate or interest that has been recovered as a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment Interest Shortfall for such Distribution Date, to the extent not covered by Compensating Interest and (b) any Relief Act Interest Shortfalls during the related Due Period, provided, however, that for purposes of calculating Current Interest for any such class, amounts specified in clause (ii) hereof for any such Distribution Date shall be allocated first to the Class C Certificates and the Class C Interest in reduction of amounts otherwise distributable to such Certificates and interest on such Distribution Date and then any excess shall be allocated to each Class of Class A, Class X, Class M and Class B Certificates pro rata based on the respective amounts of interest accrued pursuant to clause (i) hereof for each such Class on such Distribution Date.
 
Current Report: The Current Report pursuant to Section 13 or 15(d) of the Exchange Act.
 
Current Specified Enhancement Percentage: With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Class M Certificates and Class B Certificates and (ii) the Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month).
 
Custodial Agreement: An agreement, dated as of January 30, 2007, among the Depositor, the Company as a Seller, Master Funding as a 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 January 1, 2007.
 
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 $455,775,287.84.
 
Debt Service Reduction: With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan that became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any other reduction that results in a permanent forgiveness of principal.
 
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under such Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court that is final and non-appealable in a proceeding under the Bankruptcy Code.
 
Definitive Certificates: As defined in Section 7.06.
 
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.
 
Delinquency Event: A Delinquency Event shall have occurred and be continuing if at any time, (x) the percent equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Mortgage Loans that are 60 days or more Delinquent (including for this purpose any such Mortgage Loans in bankruptcy or foreclosure and Mortgage Loans with respect to which the related Mortgaged Property is REO Property), and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) exceeds (y) 48.95% 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.
 
Depositor Information: As defined in Section 4.18(b).
 
Depository: The initial Depository shall be The Depository Trust Company (“DTC”), the nominee of which is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.
 
Depository Agreement: With respect to the Class of Book-Entry Certificates, the agreement between the Issuing Entity and the initial Depository, dated as of the Closing Date, substantially in the form of Exhibit H.
 
Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.
 
Determination Date: With respect to any Distribution Date, the 15th day of the month of such Distribution Date or, if such 15th day is not a Business Day, the immediately preceding Business Day.
 
Distribution Account Deposit Date: The Business Day prior to each Distribution Date.
 
Distribution Account: The separate Eligible Account created and maintained by the 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 2007-AC1” 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 February 2007.
 
Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of the Exchange Act.
 
Due Date: As to any Mortgage Loan, the date in each month on which the related Scheduled Payment is due, as set forth in the related Mortgage Note.
 
Due Period: With respect to any Distribution Date, the period from the second day of the calendar month preceding the calendar month in which such Distribution Date occurs through close of business on the first day of the calendar month in which such Distribution Date occurs.
 
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, and its successors and assigns.
 
EMC Flow Loans: The Mortgage Loans purchased by EMC pursuant to a flow loan purchase agreement.
 
EMC Mortgage Loans: Those Mortgage Loans serviced by the Company pursuant to the terms of this Agreement.
 
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
 
ERISA Restricted Certificates: Any of the Class C, Class P and Residual Certificates.
 
Event of Default: As defined in Section 9.01 hereof.
 
Excess Cashflow: With respect to any Distribution Date, an amount, if any, equal to the sum of (a) the Remaining Excess Spread for such Distribution Date and (b) the Overcollateralization Release Amount for such Distribution Date.
 
Excess Liquidation Proceeds: To the extent not required by law to be paid to the related Mortgagor, the excess, if any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated Principal Balance of such Mortgage Loan and accrued and unpaid interest at the related Mortgage Rate through the last day of the month in which the Mortgage Loan has been liquidated.
 
Excess Spread: With respect to any Distribution Date, the excess, if any, of (i) the Interest Funds for such Distribution Date over (ii) the sum of the Current Interest on the Class A, Class X, Class M and Class B Certificates and Interest Carry Forward Amounts on the Class A Certificates and the Class X Certificates (other than Interest Carry Forward Amounts paid pursuant to Section 6.04(a)(3)(A)), in each case for such Distribution Date.
 
Exchange Act: Securities Exchange Act of 1934, as amended.
 
Exchange Act Reports: Any reports required to be filed pursuant to Section 4.18 of this Agreement.
 
Exemption: Prohibited Transaction Exemption 90-30, as amended from time to time.
 
Extra Principal Distribution Amount: With respect to any Distribution Date, the lesser of (i) the excess, if any, of the Overcollateralization Target Amount for such Distribution Date, over the Overcollateralization Amount for such Distribution Date (after giving effect to distributions of principal on the Certificates other than any Extra Principal Distribution Amount) and (ii) the Excess Spread for such Distribution Date.
 
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 (on its own behalf as a Seller and on behalf of Master Funding) pursuant to or as contemplated by Section 2.03(f) or Section 11.01), a determination made by the Company pursuant to this Agreement or the applicable Servicer pursuant to the related Servicing Agreement that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Company or such Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Master Servicer shall maintain records, based solely on information provided by the Company and each Servicer, of each Final Recovery Determination made thereby.
 
Final Scheduled Distribution Date: With respect to the Certificates, February 25, 2037.
 
Fiscal Quarter: December 1 to February 29 (or the last day in such month), March 1 to May 31, June 1 to August 31, or September to November 30, as applicable.
 
Form 8-K Disclosure Information: As defined in Section 4.18(a)(ii)(A).
 
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).
 
Greenpoint: GreenPoint Mortgage Funding, Inc.
 
Greenpoint Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of January 30, 2007, by and among the Seller, Greenpoint and the Trustee evidencing the assignment of the Greenpoint Servicing Agreement to the Trust, attached hereto as Exhibit R-2.
 
Greenpoint Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003, between the Seller and Greenpoint, as amended by Amendment Number One, dated as of January 1, 2006, attached hereto as Exhibit Q-2, as modified by the Greenpoint Assignment Agreement.
 
Gross Margin: With respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.
 
Indemnified Persons: The Trustee, the Master Servicer, the Company, 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 A, Class X, Class C, Class P Certificates and the Residual Certificates) and any Distribution Date, the period from and including the 25th day of the calendar month preceding the month in which such Distribution Date occurs (or with respect to the Class M Certificates and Class B Certificates and the first Interest Accrual Period, the Closing Date) to and including the 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 A, Class X, Class C Certificates and the Class C Interest and any Distribution Date, the calendar month immediately preceding such Distribution Date. All calculations of interest on the Class A, Class X and Class C Certificates and the Class C Interest will be made on the basis of a 360-day year consisting of twelve 30-day months. All calculations of interest on the Class M Certificates and Class B Certificates will be made on the basis of the actual number of days elapsed in the related Interest Accrual Period.
 
Interest Carry Forward Amount: As of any Distribution Date and with respect to each Class of Certificates (other than the Class C, Class P and Residual Certificates), the sum of (i) the excess of (a) the Current Interest for such Class with respect to such Distribution Date and any prior Distribution Dates over (b) the amount actually distributed to such Class of Certificates with respect to interest on such Distribution Dates and (ii) interest thereon (to the extent permitted by applicable law) at the applicable Pass-Through Rate for such Class for the related Interest Accrual Period including the Interest Accrual Period relating to such Distribution Date.
 
Interest Determination Date: Shall mean the second LIBOR Business Day preceding the commencement of each Interest Accrual Period.
 
Interest Funds: For any Distribution Date, (i) the sum, without duplication, of (a) all scheduled interest during the related Due Period with respect to the related Mortgage Loans less the Servicing Fee, the Securities Administrator Fee and the LPMI Fee, if any, (b) all Advances relating to interest with respect to the related Mortgage Loans remitted by the related Servicer, the Company or Master Servicer, as applicable, on or prior to the related Remittance Date, (c) all Compensating Interest with respect to the related Mortgage Loans required to be remitted by the Company pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement with respect to such Distribution Date, (d) Liquidation Proceeds and Subsequent Recoveries with respect to the related Mortgage Loans collected during the prior calendar month (to the extent such Liquidation Proceeds and Subsequent Recoveries relate to interest), (e) all amounts relating to interest with respect to each Mortgage Loan repurchased by the Seller pursuant to Sections 2.02 and 2.03 and by EMC (on its own behalf as a Seller and on behalf of Master Funding) pursuant to Section 4.21, (f) all amounts in respect of interest paid by the Master Servicer pursuant to Section 11.01, in each case to the extent remitted by the Company or the related Servicer, as applicable, to the Master Servicer Collection Account pursuant to this Agreement or the related Servicing Agreement and (g) the interest portion of any proceeds received from the exercise of an Optional Termination pursuant to Section 11.01 minus (ii) all amounts required to be reimbursed pursuant to Sections 5.02, 5.05, 5.07 and 5.09 or as otherwise set forth in this Agreement.
 
Issuing Entity: Bear Stearns Asset Backed Securities I Trust 2007-AC1.
 
Latest Possible Maturity Date: February 25, 2037, which is the Distribution Date in the month following the final scheduled maturity date of the Mortgage Loan in the Trust Fund having the latest scheduled maturity date as of the Cut-off Date. For purposes of the Treasury regulations under Sections 860A through 860G of the Code, the latest possible maturity date of each Regular Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V shall be the Latest Possible Maturity Date.
 
LIBOR Business Day: Shall mean a day on which banks are open for dealing in foreign currency and exchange in London and New York City.
 
LIBOR Certificates: Any of the Class M Certificates and Class B Certificates.
 
Liquidated Loan: With respect to any Distribution Date, a defaulted Mortgage Loan that has been liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale or other realization as provided by applicable law governing the real property subject to the related Mortgage and any security agreements and as to which the Company or the related Servicer has made a Final Recovery Determination with respect thereto.
 
Liquidation Proceeds: Amounts, other than Insurance Proceeds, received in connection with the partial or complete liquidation of a Mortgage Loan, whether through trustee’s sale, foreclosure sale or otherwise, or in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received with respect to an REO Property, less the sum of related unreimbursed Advances, Servicing Fees and Servicing Advances and all expenses of liquidation, including property protection expenses and foreclosure and sale costs, including court and reasonable attorneys fees.
 
Loan-to-Value Ratio: The fraction, expressed as a percentage, the numerator of which is the original principal balance of the related Mortgage Loan and the denominator of which is the Appraised Value of the related Mortgaged Property.
 
Loss Allocation Limitation: The meaning specified in Section 6.05(c) hereof.
 
LPMI Fee: Shall mean the fee payable to the insurer for each Mortgage Loan subject to an LPMI Policy as set forth in such LPMI Policy and on the Mortgage Loan Schedule.
 
LPMI Policy: A policy of mortgage guaranty insurance issued by an insurer meeting the requirements of 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, A-2, A-3, P and ZZ) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period.
 
Master Funding: Master Funding LLC, a Delaware limited liability company, and its successors and assigns, in its capacity as the seller of the Master Funding Mortgage Loans to the Depositor.
 
Master Funding Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which Master Funding is the applicable Seller.
 
Master Servicer: As of the Closing Date, EMC Mortgage Corporation and, thereafter, its respective successors in interest who meet the qualifications of the Servicing Agreements and this Agreement.
 
Master Servicer Collection Account: The trust account or accounts created and maintained pursuant to Section 5.01, which shall be denominated “EMC Mortgage Corporation, as Master Servicer for the benefit of the U.S. Bank National Association acting as Trustee, in trust for registered Holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AC1 - Master Servicer Collection Account.” The Master Servicer Collection Account shall be an Eligible Account.
 
Master Servicer Information: As defined in Section 4.18(b).
 
Master Servicing Compensation: For any Distribution Date, any amounts earned on the investment of funds on deposit in the Master Servicer Collection Account.
 
Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.
 
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
 
MERS® System: The system of recording transfers of Mortgages electronically maintained by MERS.
 
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.
 
Minimum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.
 
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
 
Monthly Statement: The statement delivered pursuant to Section 6.06.
 
Moody’s: 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 January 30, 2007, among EMC, as a seller, Master Funding, as a seller and the Depositor, as purchaser in the form attached hereto as Exhibit L.
 
Mortgage Loan Purchase Price: The price, calculated as set forth in Section 11.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 11.01.
 
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by the Seller to reflect the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, the initial Mortgage Loan Schedule being attached hereto as Exhibit B, setting forth the following information with respect to each Mortgage Loan:
 
(a)  the city, state and zip code of the Mortgaged Property;
 
(b)  the property type;
 
(c)  the Mortgage Interest Rate;
 
(d)  the Servicing Fee Rate;
 
(e)  the Securities Administrator 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 Securities Administrator Fee Rate and (iii) the rate at which the LPMI Fee is calculated, if any.
 
Net Rate Cap: With respect to the Class A-1 Certificates and the Class A-2 Certificates and any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans as of the first day of the related Due Period. With respect to the Class A-3 Certificates and any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans as of the first day of the related Due Period, minus 0.20% per annum.
 
With respect to the Class M Certificates and Class B Certificates and any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans as of the first day of the related Due Period, adjusted for the actual numbers of days elapsed in the Interest Accrual Period.
 
For federal income tax purposes, the Net Rate Cap with respect to each of the Class A-1, Class A-2, Class M and Class B Certificates and any Distribution Date shall be equal to a per annum rate equal to the weighted average (adjusted for the actual number of days elapsed in the related Intrest Accrual Period, in the case of the Class M Certificates and Class B Certificates) of the Uncertificated REMIC II Pass-Through Rate for such Distribution Date for the REMIC II Regular Interest for which such Certificate is the Corresponding Certificate, weighted on the basis of the Uncertificated Principal Balance of such REMIC II Regular Interest immediately prior to such Distribution Date. For federal income tax purposes, the Net Rate Cap with respect to the Class A-3 Certificates and any Distribution Date shall be equal to a per annum rate equal to the weighted average of clause (i)(b) or (ii)(b), as applicable, of the Uncertificated REMIC II Pass-Through Rate for such Distribution Date for the REMIC II Regular Interest for which such Certificate is the Corresponding Certificate, weighted on the basis of the Uncertificated Principal Balance of such REMIC II Regular Interest immediately prior to such Distribution Date, minus 0.20% per annum.
 
Non-Book-Entry Certificate: Any Certificate other than a Book-Entry Certificate.
 
Nonrecoverable Advance: Any portion of an Advance previously made or proposed to be made by the Company or the Master Servicer pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement, that, in the good faith judgment of the Company, the Master Servicer or the related Servicer, will not or, in the case of a proposed advance, would not, be ultimately recoverable by it from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or otherwise.
 
Notional Amount: With respect to the Class X Certificates and any Distribution Date, an amount equal to the aggregate Certificate Principal Balance of the Class A-3 Certificates for such Distribution Date. For federal income tax purposes, the Class X Certificates will have a Notional Amount on any Distribution Date equal to the Uncertificated Principal Balance of REMIC II Regular Interest A-3 for such Distribution Date. With respect to the Class C Certificates and any Distribution Date, an amount equal to the aggregate Stated Principal Balance of the Mortgage Loans. The initial Notional Amount of the Class C Certificates shall be $455,775,287.84. 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 X, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2 and Class B-3 Certificates.
 
Officer’s Certificate: A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Depositor, the Seller, any Servicer or the Master Servicer (or any other officer customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with a particular subject) or (ii), if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor, the Seller, Master Funding, the 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 Interest Accrual Period shall be calculated as described above.
 
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Seller, the Depositor, the Company, the Securities Administrator or the Master Servicer, reasonably acceptable to each addressee of such opinion; provided that with respect to Section 2.05, 8.05, 8.07 or 12.01, or the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Seller, the Depositor, the Company, the Securities Administrator and the Master Servicer, (ii) not have any direct financial interest in the Seller, Depositor, the Company, the Securities Administrator or the Master Servicer or in any affiliate of either, and (iii) not be connected with the Seller, Depositor, the Company, the Securities Administrator 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 prior calendar month) over the aggregate Certificate Principal Balance of the Certificates (other than the Class C Certificates and the Class P Certificates) on such Distribution Date (after taking into account the payment of principal other than any Extra Principal Distribution Amount on such Certificates).
 
Overcollateralization Release Amount: With respect to any Distribution Date, the lesser of (x) the Principal Funds for such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date (assuming that 100% of the Principal Funds are applied as a principal payment on such Distribution Date), over (ii) the Overcollateralization Target Amount for such Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount is less than or equal to the Overcollateralization Target Amount on that Distribution Date).
 
Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the Stepdown Date, 0.90% 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) 0.90% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (2) 1.80% 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 prior calendar month) and (ii) $2,278,876 or (c) on or after the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date.
 
Ownership Interest: As to any Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial.
 
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of mortgage loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans.
 
Pass-Through Rate: With respect to each Class of Certificates (other than the Class C Certificates) and the Class C Interest, the Class A-1 Pass-Through Rate, Class A-2 Pass-Through Rate, Class A-3 Pass-Through Rate, the Class X Pass-Through Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3 Pass-Through Rate, Class M-4 Pass-Through Rate, Class B-1 Pass-Through Rate, Class B-2 Pass-Through Rate, Class B-3 Pass-Through Rate or Class B-4 Pass-Through Rate, as applicable.
 
With respect to the Class C Interest, the Class C Interest shall not have a Pass-Through Rate, but the Current Interest for such interest and each Distribution Date shall be an amount equal to 100% of the interest distributable to REMIC II Regular Interest C.
 
With respect to the Class C 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 and the Securities Administrator 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 Securities Administrator 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, the Securities Administrator 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 Securities Administrator shall receive an Opinion of Counsel, at the expense of the Securities Administrator, 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 during the portion of the related Prepayment Period occurring between the first day of the calendar month in which such Distribution Date occurs and the Determination Date of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the last date through which interest is collected from the related Mortgagor.
 
Prepayment Interest Shortfall: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a partial Principal Prepayment during the related Prepayment Period, or a Principal Prepayment in full during the related Prepayment Period, or that became a Liquidated Loan during the prior calendar month, (other than a Principal Prepayment in full resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 4.21 or 11.01 hereof), the amount, if any, by which (i) one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan immediately prior to such prepayment (or liquidation) or in the case of a partial Principal Prepayment on the amount of such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest paid or collected in connection with such Principal Prepayment or such liquidation proceeds less the sum of (a) the related Servicing Fee, (b) the Securities Administrator Fee Rate and (c) the LPMI Fee, if any.
 
Prepayment Period: As to any Distribution Date (except the first Distribution Date) and each EMC Mortgage Loan, for each Principal Prepayment in full, the period commencing on the 16th day of the month prior to the month in which the related Distribution Date occurs and ending on the 15th day of the month in which such Distribution Date occurs (as to the first Distribution Date and any Mortgage Loan, the period commencing on the Cut-off Date and ending on the 15th day of the month in which such Distribution Date occurs) and for each partial Principal Prepayment, the calendar month prior to the month in which such Distribution Date occurs. As to any Distribution Date and each Mortgage Loan that is not an EMC Mortgage Loan, in accordance with the related Servicing Agreement
 
Primary Mortgage Insurance Policy: Any primary mortgage guaranty insurance policy issued in connection with a Mortgage Loan which provides compensation to a Mortgage Note holder in the event of default by the obligor under such Mortgage Note or the related security instrument, if any or any replacement policy therefor through the related Interest Accrual Period for such Class relating to a Distribution Date.
 
Principal Distribution Amount: With respect to each Distribution Date, an amount equal to (x) the Principal Funds for such Distribution Date plus (y) any Extra Principal Distribution Amount for such Distribution Date, less (z) any Overcollateralization Release Amount.
 
Principal Funds: With respect to any Distribution Date, (i) the sum, without duplication, of (a) all scheduled principal collected on the Mortgage Loans during the related Due Period, (b) all Advances relating to principal made with respect to the Mortgage Loans remitted by the related Servicer or Master Servicer, as applicable, on or prior to the Remittance Date, (c) Principal Prepayments with respect to the Mortgage Loans exclusive of Prepayment Charges or penalties collected during the related Prepayment Period, (d) the Stated Principal Balance of each Mortgage Loan that was repurchased by the Seller pursuant to Sections 2.02 or 2.03 or by EMC (on its own behalf as a Seller and on behalf of Master Funding) pursuant to Section 4.21, (e) the aggregate of all Substitution Adjustment Amounts with respect to the Mortgage Loans for the related Determination Date in connection with the substitution of related Mortgage Loans pursuant to Section 2.03(f), (f) all Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage Loans collected during the prior calendar month (to the extent such Liquidation Proceeds and Subsequent Recoveries relate to principal) and remitted by the Company or the related Servicer to the Master Servicer Collection Account pursuant to this Agreement or the related Servicing Agreement and (g) amounts in respect of principal paid by the Majority Class C Certificateholder pursuant to Section 11.01 minus (ii) all related amounts required to be reimbursed pursuant to Sections 5.02, 5.05, 5.07 and 5.09 or as otherwise set forth in this Agreement.
 
Principal Prepayment: Any Mortgagor payment or other recovery of (or proceeds with respect to) principal on a Mortgage Loan (including loans purchased or repurchased under Sections 2.02, 2.03, 4.21 and 11.01 hereof) that is received in advance of its scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. Partial Principal Prepayments shall be applied by the Company or the related Servicer, as appropriate, in accordance with the terms of the related Mortgage Note.
 
Private Certificates: Any of the Class B-4, Class C, Class P and Class R Certificates.
 
Prospectus Supplement: The Prospectus Supplement dated January 29, 2007 relating to the public offering of the Offered Certificates.
 
Protected Account: Each account established and maintained by the Company with respect to receipts on the Mortgage Loans and REO Property in accordance with Section 5.01 hereof or by the related Servicer in accordance with the related Servicing Agreement.
 
PUD: A Planned Unit Development.
 
Purchase Price: With respect to any Mortgage Loan (x) to be purchased pursuant to the applicable provisions of this Agreement or (y) that EMC has a right to purchase pursuant to Section 4.21 hereof, an amount equal to the sum of (i) 100% of the outstanding principal balance of the Mortgage Loan as of the date of such purchase plus (ii) accrued interest thereon at the applicable Mortgage Rate through the first day of the month in which the Purchase Price is to be distributed to Certificateholders, reduced by any portion of the Servicing Fee, Servicing Advances and Advances payable to the purchaser of the Mortgage Loan (iii) amounts advanced by the Company or the related Servicer in respect of such repurchased Mortgage Loan which are being held in the Master Servicer Collection Account for remittance to the Securities Administrator 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 or advanced through the end of the calendar month in which such Final Recovery Determination was made, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on such Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date during such calendar month, minus (iii) the proceeds, if any, received in respect of such Mortgage Loan during the calendar month in which such Final Recovery Determination was made, net of amounts that are payable therefrom to the Master Servicer pursuant to this Agreement which have not been previously reimbursed. With respect to each Mortgage Loan which is the subject of a Servicing Modification, (a)(1) the amount by which the interest portion of a monthly payment or the principal balance of such Mortgage Loan was reduced or (2) the sum of any other amounts owing under the Mortgage Loan that were forgiven and that constitute Servicing Advances that are reimbursable to the Master Servicer, and (b) any such amount with respect to a monthly payment that was or would have been due in the month immediately following the month in which a Principal Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed to have been received and not paid due to a Servicing Modification. In addition, to the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are distributed to any Class of Certificates or applied to increase Excess Spread on any Distribution Date.
 
With respect to any REO Property as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid principal balance of the related Mortgage Loan as of the date of acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor in respect of the related Mortgage Loan through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on the related Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of the related Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such Final Recovery Determination was made, minus (iv) the aggregate of all unreimbursed Advances and Servicing Advances.
 
With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
 
With respect to each Mortgage Loan which has become the subject of a Debt Service Reduction, the portion, if any, of the reduction in each affected Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a court of competent jurisdiction. Each such Realized Loss shall be deemed to have been incurred on the Due Date for each affected Monthly Payment.
 
Record Date: With respect to any Distribution Date and the Certificates (other than the Class A, Class X, Class C, Class P and Residual Certificates), so long as such Classes of Certificates are Book-Entry Certificates, the Business Day preceding such Distribution Date, and otherwise, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs. With respect to the Class A, Class X, Class C, Class P Certificates and Residual Certificates, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs.
 
Reference Banks: Shall mean leading banks selected by the 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 Securities Administrator.
 
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, A-2, A-3 and P) for which a REMIC II Regular Interest is a Corresponding Interest shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period.
 
REMIC II: The segregated pool of assets described in the Preliminary Statement consisting of the REMIC I Regular Interests.
 
REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC II Regular Interests are set forth in the Preliminary Statement hereto.
 
REMIC II Regular Interest C Distribution Amount: With respect to any Distribution Date, the sum of (i) the Uncertificated Accrued Interest for REMIC II Regular Interest C for such Distribution Date, (ii) any Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries not distributed to the Class A, Class M and Class B Certificates on such Distribution Date; provided, however, that on and after the Distribution Date on which the Certificate Principal Balances of the Class A, Class M and Class B Certificates have been reduced to zero, the REMIC II Regular Interest C Distribution Amount shall include the Overcollateralization Amount.
 
REMIC III: The segregated pool of assets described in the Preliminary Statement consisting of the REMIC II Regular Interests.
 
REMIC IV: The segregated pool of assets consisting of the Class C Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class C Certificates and the Class RX Certificates (in respect of the Class R-4 Interest), with respect to which a separate REMIC election is to be made.
 
REMIC V: The segregated pool of assets consisting of the Class P Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class P Certificates and the Class RX Certificates (in respect of the Class R-5 Interest), with respect to which a separate REMIC election is to be made.
 
REMIC Opinion: Shall mean an Opinion of Counsel to the effect that the proposed action will not have an adverse effect on any REMIC created hereunder.
 
REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time, as well as provisions of applicable state laws.
 
REMIC Regular Interests: The REMIC I Regular Interests and REMIC II Regular Interests.
 
Remittance Date: Shall mean (i) with respect to the Company, the 18th day of any month or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day, and (ii) with respect to any other Servicer, the date specified in the related Servicing Agreement.
 
Remittance Report: As defined in Section 6.04(c).
 
REO Imputed Interest: As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I, one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan, if appropriate) as of the close of business on the Distribution Date in such calendar month.
 
REO Property: A Mortgaged Property acquired by the Company or the related Servicer through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.
 
Replacement Mortgage Loan: A Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller for a Deleted Mortgage Loan, which must, on the date of such substitution, as confirmed in a Request for Release, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a fixed Mortgage Rate not less than or more than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or higher credit quality characteristics than that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have a remaining term to maturity no greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (vi) not permit conversion of the Mortgage Rate from a fixed rate to a variable rate; (vii) have the same lien priority as the Deleted Mortgage Loan; (viii) constitute the same occupancy type as the Deleted Mortgage Loan or be owner occupied; and (ix) comply with each representation and warranty set forth in Section 2.03 hereof.
 
Reportable Event: As defined in Section 4.18.
 
Request for Release: The Request for Release to be submitted by the Seller, the Company, the related Servicer or the Master Servicer to the Custodian substantially in the form of Exhibit G. Each Request for Release furnished to the Custodian by the Seller, the Company, the related Servicer or the Master Servicer shall be in duplicate and shall be executed by an officer of such Person or a Servicing Officer (or, if furnished electronically to the Custodian, shall be deemed to have been sent and executed by an officer of such Person or a Servicing Officer) of the Company or the related Servicer, as applicable.
 
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement or the related Servicing Agreement.
 
Reserve Fund: Shall mean the separate trust account created and maintained by the 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, and the rules and regulations thereunder.
 
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 Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of the Securities Administrator 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.
 
Securities Administrator Fee Rate: 0.012% per annum.
 
Securities Administrator Information: As defined in Section 4.18(b).
 
Seller: EMC or Master Funding, in each case in its capacity as seller of the Mortgage Loans to the Depositor.
 
Senior Certificates: Any of the Class A-1, Class A-2, Class A-3 and Class X Certificates
 
Servicer: Any of American Home, EMC, Greenpoint and Wells Fargo 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, Greenpoint Servicing Agreement or the Wells Fargo 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: 0.25% per annum.
 
Servicing Modification: With respect to any Mortgage Loan that is in default or, in the reasonable judgment of the Company or the related Servicer, as to which default is reasonably foreseeable, any modification which is effected by the Company or the related Servicer in accordance with the terms of this Agreement or the related Servicing Agreement which results in any change in the outstanding Stated Principal Balance, any change in the Mortgage Rate or any extension of the term of such Mortgage Loan.
 
Servicing Officer: Any officer of the Company or the related Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans (i) in the case of the Company, whose name and facsimile signature appear on a list of servicing officers furnished to the Trustee by the Company on the Closing Date pursuant to this Agreement, as such list may from time to time be amended and (ii) in the case of the related Servicer, as to which evidence reasonably acceptable to the Trustee, as applicable, of due authorization, by such party has been furnished from time to time to the Trustee.
 
Sponsor: EMC Mortgage Corporation, a Delaware corporation, and its successors and assigns, in its capacity as sponsor.
 
Startup Day: The Startup Day for each REMIC formed hereunder shall be the Closing Date.
 
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property and any Distribution Date, the Cut-off Date Principal Balance thereof minus the sum of (i) the principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each Due Period ending prior to such Distribution Date (and irrespective of any delinquency in their payment), (ii) all Principal Prepayments with respect to such Mortgage Loan received prior to or during the related Prepayment Period, and all Liquidation Proceeds to the extent applied by the Company or the related Servicer as recoveries of principal in accordance with Section 3.09 or the related Servicing Agreement with respect to such Mortgage Loan, that were received by the Company or the related Servicer as of the close of business on the last day of the calendar month immedediately preceding such Distribution Date and (iii) any Realized Losses on such Mortgage Loan incurred during the prior calendar month. The Stated Principal Balance of a Liquidated Loan equals zero.
 
Stepdown Date: The later to occur of (a) the Distribution Date in February 2010 and (b) the first Distribution Date on which the Current Specified Enhancement Percentage is greater than or equal to 14.30%.
 
Subordinated Certificates: The Class M, Class B, Class C and Residual Certificates.
 
Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer or any Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 6.05) or surplus amounts held by the Master Servicer and the related Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically related to a Mortgage Loan that was the subject of a liquidation or final disposition of any REO Property as of the end of the prior calendar month that resulted in a Realized Loss.
 
Subservicing Agreement: Any agreement entered into between the Company and a subservicer with respect to the subservicing of any Mortgage Loan hereunder by such subservicer.
 
Substitution Adjustment Amount: The meaning ascribed to such term pursuant to Section 2.03(f).
 
Successor Master Servicer: The meaning ascribed to such term pursuant to Section 9.01.
 
Tax Matters Person: The person designated as “tax matters person” in the manner provided under Treasury Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the greatest Percentage Interest in a Class of Residual Certificates shall be the Tax Matters Person for the related REMIC. The 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
February 2010 to January 2011
0.60% with respect to February 2010, plus an additional 1/12th of the difference between 1.05% and 0.60% for each month thereafter
February 2011 to January 2012
1.05% with respect to February 2011, plus an additional 1/12th of the difference between 1.45% and 1.05% for each month thereafter
February 2012 to January 2013
1.45% with respect to February 2012, plus an additional 1/12th of the difference between 1.75% and 1.45% for each month thereafter
February 2013 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 Distribution Account maintained by the Securities Administrator, the Master Servicer Collection Account maintained by the Master Servicer and the Protected Accounts maintained by the Company and the Servicers and all amounts deposited therein pursuant to the applicable provisions of this Agreement and the Servicing Agreements; (iii) property that secured a Mortgage Loan and has been acquired by foreclosure, deed in lieu of foreclosure or otherwise; (iv) the mortgagee’s rights under the Insurance Policies with respect to the Mortgage Loans; (v) the Servicing Agreements and the Assignment Agreements; (vi) the rights under the Mortgage Loan Purchase Agreement; and (vii) all proceeds of the foregoing, including proceeds of conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property. The Reserve Fund and Prepayment Charge Waiver Amounts shall not be included in REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V.
 
Trustee: 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.
 
Uncertificated Principal Balance: With respect to each REMIC Regular Interest, the Class C Interest and the Class P Interest, the principal amount of such REMIC Regular Interest, Class C Interest and Class P Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest, Class C Interest and Class P Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated principal balance. On each Distribution Date, the Uncertificated Principal Balance of the REMIC Regular Interests and Class P Interest shall be reduced by all distributions of principal made on such REMIC Regular Interests and Class P Interest on such Distribution Date pursuant to Section 6.07 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 6.05, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by interest deferrals as provided in Section 6.07(b)(i). The Uncertificated Principal Balance of each REMIC Regular Interest, Class P Interest and Class C Interest shall never be less than zero. With respect to REMIC II Regular Interest C as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A, Class M, Class B and Class P Certificates then outstanding. With respect to the Class C Interest as of any date of determination, an amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest C.
 
Uncertificated REMIC I Pass-Through Rate: With respect to any REMIC I Regular Interest (other than REMIC I Regular Interest P) and any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first day of the related Due Period, weighted on the basis of the Stated Principal Balances thereof as of the first day of the related Due Period. With respect to REMIC I Regular Interest P and any Distribution Date, 0.00% per annum.
 
Uncertificated REMIC II Pass-Through Rate: With respect to any Distribution Date and each REMIC II Regular Interest other than REMIC II Regular Interest C, REMIC II Regular Interest P and REMIC II Regular Interest A-3, a per annum rate equal to the Pass-Through Rate for the Class of Corresponding Certificates for such Distribution Date; provided, however, that for this purpose the Net Rate Cap with respect to each such Class of Corresponding Certificates shall be equal to the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC I Regular Interest immediately prior to such Distribution Date.
 
With respect to REMIC II Regular Interest A-3 and (i) any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (a) 6.25% per annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC I Regular Interest immediately prior to such Distribution Date, and (ii) any Distribution Date thereafter, the lesser of (a) 6.75% per annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC I Regular Interest immediately prior to such Distribution Date.
 
With respect to REMIC II Regular Interest C, a per annum rate equal to the percentage equivalent of a fraction, (i) the numerator of which is the sum of the amount determined for each REMIC I Regular Interest (other than REMIC I Regular Interest P) equal to the product of (x) the excess, if any, of the Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest over the Marker Rate and (y) a notional amount equal to the Uncertificated Principal Balance of such REMIC I Regular Interest, and (ii) the denominator of which is the aggregate Uncertificated Principal Balance of such REMIC I Regular Interests.
 
Unpaid Realized Loss Amount: With respect to any Class A Certificates and as to any Distribution Date, is the excess of Applied Realized Loss Amounts with respect to such Class over the sum of all distributions in reduction of the Applied Realized Loss Amounts on all previous Distribution Dates. Any amounts distributed to the Class A Certificates in respect of any Unpaid Realized Loss Amount shall not be applied to reduce the Certificate Principal Balance of such Class.
 
Voting Rights: The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions hereunder. Voting Rights shall be allocated (i) 91% to the Class A, Class M and Class B Certificates, (ii) 3% to the Class C Certificates until paid in full, and (iii) 1% to each of the Class X, Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates, with the allocation among the Certificates (other than the Class C and Residual Certificates) to be in proportion to the Certificate Principal Balance of each Class relative to the Certificate Principal Balance of all other such Classes. Voting Rights will be allocated among the Certificates of each such Class in accordance with their respective Percentage Interests.
 
Wells Fargo: Wells Fargo Bank, N.A.
 
Wells Fargo Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of January 30, 2007, by and among the Seller, Wells Fargo and the Trustee evidencing the assignment of the Wells Fargo Servicing Agreement to the Trust, attached hereto as Exhibit R-3.
 
Wells Fargo Servicing Agreement: The Master Seller’s Warranties and Servicing Agreement, dated as of November 1, 2005, between the Seller and Wells Fargo, attached hereto as Exhibit Q-3, and as modified by the related Assignment Agreement.
 
Section 1.02  Allocation of Certain Interest Shortfalls. 
 
For purposes of calculating the amount of Current Interest for the Class A, Class X, Class M, Class B and Class C Certificates for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to the related Servicing Agreement, the Company or the Master Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to the Class C Interest based on, and to the extent of, one month’s interest otherwise distributable thereto and, thereafter, among the Class A, Class X, Class M and Class B Certificates, on a pro rata basis, based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rates on the respective Certificate Principal Balances or Notional Amount of each such Certificate.
 
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests (other than REMIC I Regular Interest P) for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC I Regular Interest AA, each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is the Corresponding Interest and REMIC I Regular Interest ZZ, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated Principal Balances of each such REMIC I Regular Interest.
 
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests (other than REMIC II Regular Interest P) for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among such REMIC II Regular Interests in the same manner and priority as such amounts are allocable to the Corresponding Certificates and, in the case of REMIC II Regular Interest C, to the Class C Interest; provided, however, that solely for purposes of allocating such shortfalls to such REMIC II Regular Interests, any such shortfalls allocable to the Class X Certificates shall be deemed to be allocated to the Class A-3 Certificates.
 
 
 
ARTICLE II

CONVEYANCE OF TRUST FUND
REPRESENTATIONS AND WARRANTIES
 
Section 2.01  Conveyance of Trust Fund. 
 
Pursuant to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned, set over and otherwise conveyed to the Depositor, without recourse, all the right, title and interest of the Seller in and to the assets sold by it in the Trust Fund. Pursuant to the Mortgage Loan Purchase Agreement, Master Funding sold, transferred, assigned, set over and otherwise conveyed to the Depositor, without recourse, all the right, title and interest of Master Funding in and to the assets sold by it in the Trust Fund.
 
The Seller has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement and has agreed to take the actions specified herein.
 
The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the use and benefit of the Certificateholders without recourse, all the right, title and interest of the Depositor in and to the Trust Fund.
 
In connection with such sale, the Depositor has delivered to, and deposited with, or caused to be delivered to and deposited with, the Trustee or the Custodian, as its agent, the following documents or instruments with respect to each Mortgage Loan so assigned: (i) the original Mortgage Note, including any riders thereto, endorsed without recourse (A) in blank or to the order of “U.S. Bank National Association, as Trustee for Certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset Backed Certificates, Series 2007-AC1”, or (B) in the case of a loan registered on the MERS system, in blank, and in each case showing an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee, (ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or, for Mortgage Loans other than the EMC Flow Loans, if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form), (iii) unless the Mortgage Loan is either a MOM Loan or has been assigned in the name of MERS®, the assignment (either an original or a copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to the Trustee of the Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National Association, as Trustee for Certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset Backed Certificates, Series 2007-AC1,” which shall have been recorded (or if clause (x) in the proviso below applies, shall be in recordable form) (iv) an original or a copy of all intervening assignments of the Mortgage, if any, with evidence of recording thereon, (v) with respect to any Mortgage Loan, the original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance or, in the event such original title policy has not been received from the title insurer, such title policy will be delivered within one year of the Closing Date or, in the event such original title policy is unavailable, a photocopy of such title policy, or, in lieu thereof, a current lien search on the related Mortgaged Property; and (vi) originals or copies of all available assumption, modification or substitution agreements, if any; provided, however, that in lieu of the foregoing, EMC or Master Funding, as applicable, may deliver the following documents, under the circumstances set forth below: (x) if any Mortgage (other than the Mortgages related to the EMC Flow Loans), assignment thereof to or intervening assignments thereof have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Depositor may deliver, or cause to be delivered, a true copy thereof with a certification by EMC or Master Funding, as applicable, or the title company issuing the commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording”; (y) in lieu of the Mortgage (other than the Mortgages related to the EMC Flow Loans), assignment or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents (as evidenced by a certification from the Depositor to such effect) the Depositor may deliver, or cause to be delivered, photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans identified in the list set forth in Exhibit I, the Depositor may deliver, or cause to be delivered, a lost note affidavit and indemnity and a copy of the original note, if available; and provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, may deliver, or cause to be delivered, to the Trustee and the Custodian a certification of a Servicing Officer to such effect and in such case shall deposit all amounts paid in respect of such Mortgage Loans, in the Protected Account, in the Master Servicer Collection Account or in the Distribution Account on the Closing Date. In the case of the documents referred to in clause (x) above, the Depositor shall deliver, or cause to be delivered, such documents to the Trustee or the Custodian promptly after they are received.
 
EMC (on its own behalf as Seller and on behalf of Master Funding) shall cause, at its expense, the Mortgage and intervening assignments, if any, and to the extent required in accordance with the foregoing, the assignment of the Mortgage to the Trustee to be submitted for recording promptly after the Closing Date; provided that, the Seller need not cause to be recorded (a) any assignment in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel addressed to the Trustee delivered by EMC (on its own behalf as Seller and on behalf of Master Funding) to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and Master Funding and its successors and assigns. In the event that the Seller, Master Funding, the Depositor or the Master Servicer gives written notice to the Trustee that a court has recharacterized the sale of the Mortgage Loans as a financing, EMC (on its own behalf as Seller and on behalf of Master Funding) shall submit or cause to be submitted for recording as specified above each such previously unrecorded assignment to be submitted for recording as specified above at the expense of the Trust. In the event a Mortgage File is released to the Master Servicer as a result of such Person having completed a Request for Release, the Custodian shall, if not so completed, complete the assignment of the related Mortgage in the manner specified in clause (iii) above.
 
In connection with the assignment of any Mortgage Loan registered on the MERS® System, EMC (on its own behalf as Seller and on behalf of Master Funding) further agrees that it will cause, at the Seller’s own expense, within 30 days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by EMC (on its own behalf as Seller and on behalf of Master Funding) to the Depositor and by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. EMC (on its own behalf as Seller and on behalf of Master Funding) further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement or the Mortgage Loan Purchase Agreement.
 
All original documents relating to the Mortgage Loans that are not delivered to the Trustee or the Custodian on its behalf are and shall be held by or on behalf of the Seller or the Depositor, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. Any such original document delivered to or held by the Depositor, shall be delivered promptly to the Custodian on the Trustee’s behalf.
 
Whenever it is provided for in this Agreement that any document, evidence or information relating to a Mortgage Loan to be included in a Mortgage File be delivered or supplied to the Trustee, such delivery or supply shall be made to the Custodian pursuant to the Custodial Agreement.
 
Section 2.02  Acceptance of the Mortgage Loans. 
 
(a)  Based on the Initial Certification received by it from the Custodian, the Trustee acknowledges receipt of, subject to the further review and exceptions reported by the Custodian pursuant to the procedures described below, the documents (or certified copies thereof) delivered to the Trustee or the Custodian on its behalf pursuant to Section 2.01 and declares that it holds and will continue to hold directly or through a custodian those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Fund delivered to it in trust for the use and benefit of all present and future Holders of the Certificates. On the Closing Date, the Trustee or the Custodian on its behalf will deliver EMC (on its behalf and on behalf of Master Funding), the Master Servicer and the Trustee an Initial Certification confirming whether or not it has received the Mortgage File for each Mortgage Loan, but without review of such Mortgage File, except to the extent necessary to confirm whether such Mortgage File contains the original Mortgage Note or a lost note affidavit and indemnity in lieu thereof. No later than 90 days after the Closing Date, the Trustee or the Custodian on its behalf shall, for the benefit of the Certificateholders, review each Mortgage File delivered to it and execute and deliver to EMC (on its own behalf and on behalf of Master Funding), the Master Servicer and, if reviewed by the Custodian, the Trustee, an Interim Certification. In conducting such review, the Trustee or the Custodian on its behalf will ascertain whether all required documents have been executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Agreement, as supplemented (provided, however, that with respect to those documents described in subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only to documents actually delivered pursuant to such subclauses). In performing any such review, the Trustee and the Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian on its behalf finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian on its behalf shall include such information in the exception report. EMC (on its own behalf and on behalf of Master Funding) shall correct or cure any such defect or, if prior to the end of the second anniversary of the Closing Date, EMC (on its own behalf and on behalf of Master Funding) may substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion of Counsel addressed to the Trustee to the effect that such defect does not materially or adversely affect the interests of the Certificateholders in such Mortgage Loan within 90 days from the date of notice from the Trustee of the defect and if EMC (on its own behalf and on behalf of Master Funding) fails to correct or cure the defect or deliver such opinion within such period, EMC (on its own behalf and on behalf of Master Funding) will, subject to Section 2.03, within 90 days from the notification of the Trustee purchase such Mortgage Loan at the Purchase Price; provided, however, that if such defect relates solely to the inability of EMC (on its own behalf and on behalf of Master Funding) to deliver the Mortgage, assignment thereof to the Trustee, or intervening assignments thereof with evidence of recording thereon because such documents have been submitted for recording and have not been returned by the applicable jurisdiction, EMC (on its own behalf and on behalf of Master Funding) shall not be required to purchase such Mortgage Loan if EMC (on its own behalf and on behalf of Master Funding) delivers such documents promptly upon receipt, but in no event later than 360 days after the Closing Date.
 
(b)  No later than 180 days after the Closing Date, the Trustee or the Custodian on its behalf will review, for the benefit of the Certificateholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to EMC (on its own behalf and on behalf of Master Funding), the Master Servicer and, if reviewed by the Custodian, to the Trustee, a Final Certification. In conducting such review, the Trustee or the Custodian on its behalf will ascertain whether each document required to be recorded has been returned from the recording office with evidence of recording thereon and the Trustee or the Custodian on its behalf has received either an original or a copy thereof, as required in Section 2.01 (provided, however, that with respect to those documents described in subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only to documents actually delivered pursuant to such subclauses). If the Trustee or the Custodian on its behalf finds any document with respect to a Mortgage Loan has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian on its behalf shall note such defect in the exception report attached to the Final Certification and shall promptly notify EMC. EMC (on its own behalf and on behalf of Master Funding) shall correct or cure any such defect or, if prior to the end of the second anniversary of the Closing Date, EMC (on its own behalf and on behalf of Master Funding) may substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion of Counsel addressed to the Trustee to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan within 90 days from the date of notice from the Trustee of the defect and if EMC (on its own behalf and on behalf of Master Funding) is unable within such period to correct or cure such defect, or to substitute the related Mortgage Loan with a Replacement Mortgage Loan or to deliver such opinion, EMC (on its own behalf and on behalf of Master Funding) shall, subject to Section 2.03, within 90 days from the notification of the Trustee, purchase such Mortgage Loan at the Purchase Price; provided, however, that if such defect relates solely to the inability of EMC (on its own behalf and on behalf of Master Funding) to deliver the Mortgage, assignment thereof to the Trustee or intervening assignments thereof with evidence of recording thereon, because such documents have not been returned by the applicable jurisdiction, EMC (on its own behalf and on behalf of Master Funding) shall not be required to purchase such Mortgage Loan, if EMC (on its own behalf and on behalf of Master Funding) delivers such documents promptly upon receipt, but in no event later than 360 days after the Closing Date.
 
(c)  In the event that a Mortgage Loan is purchased by EMC (on its own behalf and on behalf of Master Funding) in accordance with subsections 2.02(a) or (b) above or Section 2.03, EMC (on its own behalf and on behalf of Master Funding) shall remit the applicable Purchase Price to the Master Servicer, for deposit in the Master Servicer Collection Account and shall provide written notice to the Trustee detailing the components of the Purchase Price, signed by a Servicing Officer. Upon deposit of the Purchase Price in the Master Servicer Collection Account and upon receipt of a Request for Release with respect to such Mortgage Loan, the Trustee or the Custodian will release to the Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty furnished to it by EMC (on its own behalf and on behalf of Master Funding), as are necessary to vest in the Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the deposit into the Master Servicer Collection Account was made. The Trustee shall promptly notify the Rating Agencies of such repurchase. The obligation of the Seller to cure, repurchase or substitute for any Mortgage Loan as to which a defect in a constituent document exists shall be the sole remedies respecting such defect available to the Certificateholders or to the Trustee on their behalf.
 
(d)  EMC (on its own behalf and on behalf of Master Funding) shall deliver to the Trustee or the Custodian on its behalf, and Trustee agrees to accept the Mortgage Note and other documents constituting the Mortgage File with respect to any Replacement Mortgage Loan, which the Trustee or the Custodian will review as provided in subsections 2.02(a) and 2.02(b), provided, that the Closing Date referred to therein shall instead be the date of delivery of the Mortgage File with respect to each Replacement Mortgage Loan.
 
Section 2.03  Representations, Warranties and Covenants of the Company, the Master Servicer, the Securities Administrator and the Seller. 
 
(a)  EMC as Company hereby represents and warrants to the Depositor, the Master Servicer, 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 Securities Administrator financial statements of its parent, for its last two complete fiscal years. All such financial information fairly presents the pertinent results of operations and financial position for the period identified and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the servicing policies and procedures (outside of the normal changes warranted by regulatory and product type changes in the portfolio), business, operations, financial condition, properties or assets of the Company since the date of the Company’s financial information that would have a material adverse effect on its ability to perform its obligations under this Agreement.
 
(b)  EMC as Company hereby covenants to the Depositor, the Master Servicer, 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator and the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Securities Administrator 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 Securities Administrator or the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
 
(c)  EMC as Master Servicer hereby covenants to the Depositor, the Company, 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 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)  Wells Fargo Bank, National Association, in its capacity as Securities Administrator hereby represents and warrants to the Seller, the Master Servicer, 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 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.
 
(e)  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.
 
(f)  Upon discovery by any of the parties hereto of a breach of a representation or warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice thereof to the other parties of this Agreement. The Seller hereby covenants with respect to the representations and warranties set forth in Section 7 of the Mortgage Loan Purchase Agreement, that within 90 days of the discovery of a breach of any representation or warranty set forth therein that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, it shall cure such breach in all material respects and, if such breach is not so cured, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Replacement Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below; provided that, any such substitution pursuant to (i) above or repurchase pursuant to (ii) above shall not be effected prior to the delivery to the Trustee, the Master Servicer, 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, the Master Servicer and the Trustee the Officer’s Certificate required under Section 2.03(f) relating to such cure. If the Trustee has received (or has given, as the case may be) written notice of such a breach of a representation or warranty, the Trustee shall give prompt written notice to the Master Servicer, the Securities Administrator and the Seller, if within 90 days of its receipt (or giving, as the case may be) of such notice of breach, the Trustee does not receive an Officer’s Certificate as described in the preceding sentence certifying as to the cure of such breached representation or warranty. The Seller shall promptly reimburse the Trustee for any expenses reasonably incurred by the Trustee in respect of enforcing the remedies for such breach. To enable the Seller to amend the Mortgage Loan Schedule, the Seller shall, unless it cures such breach in a timely fashion pursuant to this Section 2.03, promptly notify the Trustee whether it intends either to repurchase, or to substitute for, the Mortgage Loan affected by such breach. With respect to the representations and warranties in Section 7 of the Mortgage Loan Purchase Agreement that are made to the best of the Seller’s knowledge, if it is discovered by any of the Depositor, the Master Servicer, the Seller, 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 Master Servicer Collection Account maintained by the Master Servicer, on the Determination Date for the Distribution Date in the month following the month during which the Seller became obligated to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price, the delivery of an Opinion of Counsel if required by Section 2.05 and the receipt of a Request for Release, the Trustee or the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Seller, and the Trustee shall execute and deliver at such Person’s direction the related instruments of transfer or assignment prepared by the Seller, in each case without recourse, representation or warranty as shall be necessary to transfer title from the Trustee for the benefit of the Certificateholders and transfer the Trustee’s interest to EMC (on its own as a Seller and on behalf of Master Funding) to any Mortgage Loan purchased pursuant to this Section 2.03. It is understood and agreed that the obligation under this Agreement of the Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedies against the Seller respecting such breach available to the Certificateholders, the Depositor or the Trustee.
 
In connection with any repurchase or substitution of a Mortgage Loan or the cure of a breach of a representation or warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement pursuant to this Section 2.03, the Seller shall, or cause the related Servicer to, promptly furnish to the Securities Administrator, the Master Servicer and the Trustee an Officer’s Certificate, signed by a duly authorized officer of the Seller or the related servicer, as the case may be, to the effect that such repurchase, substitution or cure has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such repurchase, substitution or cure have been satisfied, including the delivery to the 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, the Master Servicer 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.
 
(g)  The representations and warranties set forth in Section 2.03 hereof shall survive delivery of the respective Mortgage Loans and Mortgage Files to the Trustee or the Custodian for the benefit of the Certificateholders.
 
Section 2.04  Representations and Warranties of the Depositor. 
 
The Depositor hereby represents and warrants to the Master Servicer, 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(f) with respect to substitutions are satisfied, a Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Section 2.03. The Trustee, or the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.
 
Section 2.06  Countersignature and Delivery of Certificates. 
 
(a)  The Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, 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 Regular Interests and the Class R-2 Certificates. The Trustee acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC II Regular Interests and the Class R-2 Certificates.
 
(c)  The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests and the other assets of REMIC III for the benefit of the holders of the Certificates (other than the Class C, Class P and Class R Certificates), the Class C Interest, the Class P Interest and the Class R-3 Certificates. The Trustee acknowledges receipt of the REMIC II Regular Interests (which are uncertificated) and the other assets of REMIC III and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Certificates (other than the Class C, Class P and Class R Certificates), the Class C Interest, the Class P Interest and the Class R-3 Certificates.
 
(d)  The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class C Interest for the benefit of the Holders of the Class C Certificates and the Class RX Certificates (in respect of the Class R-4 Interest). The Trustee acknowledges receipt of the Class C Interest (which is uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class C Certificates and the Class RX Certificates (in respect of the Class R-4 Interest).
 
(e)  The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest for the benefit of the Holders of the Class P Certificates and the Class RX Certificates (in respect of the Class R-5 Interest). The Trustee acknowledges receipt of the Class P Interest (which is uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class RX Certificates (in respect of the Class R-5 Interest).
 
Section 2.07  Purposes and Powers of the Trust. 
 
The purpose of the common law trust, as created hereunder, is to engage in the following activities:
 
(a)  acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the proceeds therefrom;
 
(b)  to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
 
(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.
 
(f)  The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.07.
 
 
 
ARTICLE III

ADMINISTRATION AND SERVICING OF
EMC MORTGAGE LOANS BY COMPANY
 
Section 3.01  The Company. 
 
The Company shall service and administer the EMC Mortgage Loans in accordance with customary and usual standards of practice of prudent mortgage loan servicers in the respective states in which the related Mortgaged Properties are located. In connection with such servicing and administration, the Company shall have full power and authority, acting alone and/or through subservicers as provided in Section 3.03, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders, the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any related Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided herein), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any EMC Mortgage Loan; provided that the Company shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any EMC Mortgage Loan or the rights and interests of the Depositor or the Trustee under this Agreement.
 
Without limiting the generality of the foregoing, the Company, in its own name or in the name of the Trust, the Depositor or the Trustee, is hereby authorized and empowered by the Trust, the Depositor and the Trustee, when the Company believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the EMC Mortgage Loans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Company shall prepare and deliver to the Depositor, the Master Servicer and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Company to service and administer the EMC Mortgage Loans. Upon receipt of such documents, the Depositor, the Master Servicer and/or the Trustee shall execute such documents and deliver them to the Company.
 
In accordance with the standards of the first paragraph of this Section 3.01, the Company shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties relating to the EMC Mortgage Loans, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 5.04, and further as provided in Section 5.02. All costs incurred by the Company, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties relating to the EMC Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balance under the related EMC Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
 
Section 3.02  Due-on-Sale Clauses; Assumption Agreements. 
 
(a)  Except as otherwise provided in this Section 3.02, when any property subject to a Mortgage has been or is about to be conveyed by the Mortgagor, the Company shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Company is not required to exercise such rights with respect to an EMC Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Company is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Company is authorized, subject to Section 3.02(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Company enters such agreement) by the applicable Required Insurance Policies. The Company, subject to Section 3.02(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Company shall not be deemed to be in default under this Section 3.02(a) by reason of any transfer or assumption that the Company reasonably believes it is restricted by law from preventing.
 
(b)  Subject to the Company’s duty to enforce any due-on-sale clause to the extent set forth in Section 3.02(a), in any case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the related EMC Mortgage Loan, the Company shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material term of the Mortgage Note (including, but not limited to, the Mortgage Rate, the amount of the Scheduled Payment and any other term affecting the amount or timing of payment on the EMC Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the Mortgaged Property must be acceptable to the Company in accordance with its servicing standards as then in effect. The Company shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee the original of such substitution or assumption agreement, which in the case of the original shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by the Company for entering into an assumption or substitution of liability agreement shall be retained by the Company as additional servicing compensation.
 
Section 3.03  Subservicers. 
 
The Company shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of a subservicer shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Company hereunder.
 
At the cost and expense of the Company, without any right of reimbursement from its Protected Account, the Company shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Company, at the Company’s option, from electing to service the related EMC Mortgage Loans itself. In the event that the Company’s responsibilities and duties under this Agreement are terminated pursuant to Section 9.05, the Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Company. The Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Company’s own funds without reimbursement from the Trust Fund.
 
Notwithstanding the foregoing, the Company shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the EMC Mortgage Loans. The Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Company by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
 
Any Subservicing Agreement and any other transactions or services relating to the EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Company alone, and neither the Securities Administrator nor the Trustee shall have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of either the Securities Administrator 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 Master Servicer Collection Account or the Distribution Account or in any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of set off against any Mortgage File or any funds collected on, or in connection with, an EMC Mortgage Loan, except, however, that the Company shall be entitled to set off against and deduct from any such funds any amounts that are properly due and payable to the Company under this Agreement.
 
Section 3.05  Maintenance of Hazard Insurance. 
 
The Company shall cause to be maintained, for each EMC Mortgage Loan, hazard insurance on buildings upon, or comprising part of, the Mortgaged Property against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the related Mortgaged Property is located with an insurer which is licensed to do business in the state where the related Mortgaged Property is located. Each such policy of standard hazard insurance shall contain, or have an accompanying endorsement that contains, a standard mortgagee clause. The Company shall also cause flood insurance to be maintained on property acquired upon foreclosure or deed in lieu of foreclosure of any EMC Mortgage Loan, to the extent described below. Pursuant to Section 5.01, any amounts collected by the Company under any such policies (other than the amounts to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in accordance with the Company’s normal servicing procedures) shall be deposited in the Protected Account maintained by the Company. Any cost incurred by the Company in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to the Certificateholders or remittances to the Trustee for their benefit, be added to the principal balance of the Mortgage Loan, notwithstanding that the terms of the EMC Mortgage Loan so permit. Such costs shall be recoverable by the Company out of late payments by the related Mortgagor or out of Liquidation Proceeds to the extent permitted by Section 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 that are to be applied upon request to the repair or restoration of the related Mortgaged Property, which repair or restoration the owner of such Mortgaged Property or EMC, as applicable, has agreed to make as a condition precedent to the presentation of claims on the related EMC Mortgage Loan under the applicable Insurance Policy, need not be so deposited (or remitted).
 
Section 3.07  Maintenance of the Primary Mortgage Insurance Policies. 
 
(a)  The Company shall not take any action that would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Company would have been covered thereunder. The Company shall use its best efforts to keep in force and effect (to the extent that the EMC Mortgage Loan requires the Mortgagor to maintain such insurance), Primary Mortgage Insurance applicable to each EMC Mortgage Loan. The Company shall not cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at the date of the initial issuance of the related Mortgage Note and is required to be kept in force hereunder.
 
(b)  The Company agrees to present on behalf of the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies relating to the EMC Mortgage Loans and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted EMC Mortgage Loans. Pursuant to Section 5.01, any amounts collected by the Company under any Primary Mortgage Insurance Policies shall be deposited in the Protected Account maintained by the Company, subject to withdrawal pursuant to Section 5.02 hereof.
 
Section 3.08  Fidelity Bond, Errors and Omissions Insurance. 
 
The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the EMC Mortgage Loans and who handle funds, money, documents and papers relating to the EMC Mortgage Loans. The fidelity bond and errors and omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such persons. Such fidelity bond shall also protect and insure the Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of an EMC Mortgage Loan which is not in accordance with Accepted Servicing Practices. No provision of this Section 3.08 requiring the fidelity bond and errors and omissions insurance shall diminish or relieve the Company from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the corresponding amounts required by Accepted Servicing Practices. The Company shall deliver to the Master Servicer a certificate from the surety and the insurer as to the existence of the fidelity bond and errors and omissions insurance policy and shall obtain a statement from the surety and the insurer that such fidelity bond or insurance policy shall in no event be terminated or materially modified without thirty days prior written notice to the Master Servicer and the Trustee. The Company shall notify the Master Servicer and the Trustee within five business days of receipt of notice that such fidelity bond or insurance policy will be, or has been, materially modified or terminated. The Trustee for the benefit of the Certificateholders must be named as loss payees on the fidelity bond and as additional insured on the errors and omissions policy.
 
The Company shall provide to the Master Servicer and the Depositor evidence of the authorization of the person signing any certification or statement, copies or other evidence of fidelity bond and errors and omissions insurance, financial information and reports, and such other information related to the Company or any subservicer engaged by it or the Company’s or such subservicer’s performance hereunder or under the related Subservicing Agreement as may be reasonably requested by the Master Servicer or the Depositor.
 
Section 3.09  Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans. 
 
(a)  The Company shall use reasonable efforts to foreclose upon or otherwise comparably convert the ownership of properties securing such of the EMC Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments. In connection with such foreclosure or other conversion, the Company shall follow such practices and procedures as it shall deem necessary or advisable and as shall be normal and usual in its general mortgage servicing activities and the requirements of the insurer under any Required Insurance Policy; provided that the Company shall not be required to expend its own funds in connection with any foreclosure or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the EMC Mortgage Loan after reimbursement 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 prior calendar month.
 
(c)  The Company has no intent to foreclose on any EMC Mortgage Loan based on the delinquency characteristics as of the Closing Date; provided, that the foregoing does not prevent the Company from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such EMC Mortgage Loans including delinquency characteristics in the Company’s discretion so warrant such action.
 
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 a Mortgage Loan included in the Trust Fund an amount equal to the related Servicing Fee.
 
Additional servicing compensation in the form of any Excess Liquidation Proceeds, assumption fees, late payment charges, all Prepayment Interest Excess on any Mortgage Loan, all income and gain net of any losses realized from Permitted Investments with respect to funds in or credited to the Protected Accounts maintained by the 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 of this Agreement. 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 Certificateholders. The Company shall sell any such REO Property as expeditiously as possible and in accordance with the provisions of this Agreement. Pursuant to its efforts to sell such REO Property, the Company shall protect and conserve such REO Property in the manner and to the extent required herein, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code.
 
(b)  The Company shall deposit all funds collected and received in connection with the operation of any REO Property in respect of any EMC Mortgage Loan into the Protected Accounts maintained by the Company.
 
(c)  The Company, upon the final disposition of any REO Property in respect of any EMC Mortgage Loan, shall be entitled to reimbursement for any related unreimbursed Advances, unreimbursed Servicing Advances or Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided, that any such unreimbursed Advances or Servicing Fees as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.
 
Section 3.12  Liquidation Reports. 
 
Upon the foreclosure of any Mortgaged Property relating to an EMC Mortgage Loan or the acquisition thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure, the Company shall submit a liquidation report to the Master Servicer containing such information as shall be mutually acceptable to the Company and the Master Servicer with respect to such Mortgaged Property.
 
Section 3.13  Books and Records. 
 
The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans which shall be appropriately identified in the Company’s computer system to clearly reflect the ownership of the Mortgage Loans by the Trust. In particular, the Company shall maintain in its possession, available for inspection by the 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 by 2:00 p.m.Central standard time on the 5th Business Day prior to each Distribution Date, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder; provided, however, in no event shall the Master Servicer be required to provide such information to the Securities Administrator earlier than 2:00 p.m.Central standard time on the 19th calendar day of the month. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers pursuant to the applicable Servicing Agreement. The Master Servicer shall be entitled to conclusively rely on the Mortgage Loan data provided by the related Servicer and shall have no liability for any errors in such Mortgage Loan data.
 
In addition to the foregoing, in connection with a modification of any Mortgage Loan by a Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the Servicing Agreement or this Agreement (in the case of the Company, as Servicer) requires the approval of the Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such modification if, based upon its receipt of written notification from the related Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement or this Agreement (in the case of the Company, as Servicer) and that any conditions to such modification set forth in the Servicing Agreement or this Agreement have been satisfied. Furthermore, if the Servicing Agreement or this Agreement (in the case of the Company, as Servicer) requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the related Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Servicing Agreement or this Agreement (in the case of the Company, as Servicer), and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the related Servicer is not complying with such timeframes and/or other requirements.
 
The Trustee shall furnish the Company, the Servicers and the Master Servicer, upon written request from a servicing officer, with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Company, the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property.
 
The Trustee or the Custodian on its behalf, the Company or the related Servicer shall provide access to the records and documentation in possession of the Trustee or the Custodian on its behalf, the Company or the related Servicer regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian, the Company or the related Servicer; provided, however, that, unless otherwise required by law, neither the Trustee, the Custodian, the Company nor the related Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian, the Company and the related Servicer shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s, the Company’s or the related Servicer’s actual costs.
 
The Trustee shall execute and deliver to the Company or the related Servicer and the Master Servicer, upon such party’s written instruction (which includes the documents to be signed) any court pleadings, requests for trustee’s sale or other appropriate documents necessary or desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.
 
Section 4.02  REMIC-Related Covenants. 
 
For as long as each REMIC created hereunder shall exist, the Trustee 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 (except as otherwise expressly permitted by this Agreement) (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any investment of deposits in an Account unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC Opinion addressed to the Trustee prepared at the expense of the Trust Fund; (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.03 of this Agreement, as applicable, accept any contribution to any REMIC after the Startup Day without receipt of a REMIC Opinion; or (c) acquire any assets for any REMIC other than any REO Property after the Startup Day without receipt of a REMIC Opinion.
 
Section 4.03  Monitoring of Company and Servicer. 
 
(a)  The Master Servicer shall be responsible for reporting to the Trustee and the Seller the non-compliance by the Company and the related Servicer with its duties under this Agreement and the related Servicing Agreement. In the review of the Company’s and the related Servicer’s activities, the Master Servicer may rely upon an Officer’s Certificate of the Company and the related Servicer with regard to such Person’s compliance with the terms of this Agreement or the related Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Company or the related Servicer should be terminated in accordance with this Agreement or the related Servicing Agreement, or that a notice should be sent pursuant to this Agreement or the related Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Seller and the Trustee and the Master Servicer shall issue such notice or take such other action as it deems appropriate.
 
(b)  The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Company under this Agreement and the related Servicer under the related Servicing Agreement, and shall, in the event that the Company or the related Servicer fails to perform its obligations in accordance with this Agreement or the related Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of such Person thereunder and act as servicer of the related Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there shall be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. In either event, such enforcement, including, without limitation, the legal prosecution of claims, termination of the related Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, subject to its right of reimbursement pursuant to the provisions of this Agreement or the related Servicing Agreement, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action.
 
(c)  To the extent that the costs and expenses of the Master Servicer or related to any termination of a Servicer, or the enforcement or prosecution of related claims, rights or remedies or the appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement or the related Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Company or a Servicer as a result of an event of default by such Person and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with this Agreement or the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Master Servicer Collection Account, pursuant to Section 5.07.
 
(d)  The Master Servicer shall require the Company and the related Servicer to comply with the remittance requirements and other obligations set forth in this Agreement or the related Servicing Agreement, as applicable.
 
(e)  If the Master Servicer acts as a servicer, it will not assume liability for the representations and warranties of the Company or the related Servicer, if any, that it replaces.
 
Section 4.04  Fidelity Bond. 
 
The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees.
 
Section 4.05  Power to Act; Procedures. 
 
The Master Servicer shall master service the Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the provisions of Article XI hereof, to do any and all things that it may deem necessary or desirable in connection with the master servicing and administration of the Mortgage Loans, including but not limited to the power and authority (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable; provided, however, that the Master Servicer shall not (and, consistent with its responsibilities under Section 4.03, shall not authorize the Company or the related Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the effect that the contemplated action will not cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC or result in the imposition of a tax upon REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as the case may be. The Trustee shall furnish the Master Servicer, upon written request from a Servicing Officer, with any powers of attorney empowering the Master Servicer, the Company or the related Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged Property, in accordance with the related Servicing Agreement and this Agreement, and the Trustee shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for misuse of any such powers of attorney by the Master Servicer, the Company or the related Servicer). If the Master Servicer or the Trustee has been advised that it is likely that the laws of the state in which action is to be taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely affected under the “doing business” or tax laws of such state if such action is taken in its name, the Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 10.11 hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent contractor and shall not, except in those instances where it is taking action in the name of the Trust, be deemed to be the agent of the Trust.
 
Section 4.06  Due-on-Sale Clauses; Assumption Agreements. 
 
To the extent provided in this Agreement or the related Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Company and the related Servicer to enforce such clauses in accordance with this Agreement or the related Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with this Agreement or the related Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with this Agreement or the related Servicing Agreement.
 
Section 4.07  Release of Mortgage Files. 
 
(a)  Upon becoming aware of the payment in full of any Mortgage Loan, or the receipt by the Company or the related Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes for payment to Certificateholders on the next Distribution Date, the Company or the related Servicer will, if required under the related Servicing Agreement (or if the Company or the related Servicer does not, the Master Servicer may), promptly furnish to the Custodian, on behalf of the Trustee, two copies of a certification substantially in the form of Exhibit G (or as otherwise provided in the Custodial Agreement) hereto signed by a Servicing Officer or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer (which certification shall include a statement to the effect that all amounts received in connection with such payment that are required to be deposited in the Protected Account maintained by the Company or the Servicer pursuant to Article V or by the related Servicer pursuant to the related Servicing Agreement have been or will be so deposited) and shall request that the Custodian, on behalf of the Trustee, deliver to the Company or the related Servicer the related Mortgage File. Upon receipt of such certification and request, the Custodian, on behalf of the Trustee, shall promptly release the related Mortgage File to the Company or the related Servicer and the Trustee and Custodian shall have no further responsibility with regard to such Mortgage File. Upon any such payment in full, the Company or the related Servicer is authorized, to give, as agent for the Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage without recourse, representation or warranty) regarding the Mortgaged Property subject to the Mortgage, which instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or Persons entitled thereto against receipt therefor of such payment, it being understood and agreed that no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may be, shall be chargeable to the applicable Protected Account.
 
(b)  From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan and in accordance with this Agreement or the related Servicing Agreement, upon written instruction from such Servicer or the Master Servicer, the Trustee shall execute such documents as shall be prepared and furnished to the Trustee by the Company, the related Servicer or the Master Servicer (in form reasonably acceptable to the Trustee) and as are necessary to the prosecution of any such proceedings. The Custodian, on behalf of the Trustee, shall, upon the request of the Company, the related Servicer or the Master Servicer, and delivery to the Custodian, on behalf of the Trustee, of two copies of a request for release signed by a Servicing Officer substantially in the form of Exhibit G (or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer), release the related Mortgage File held in its possession or control to the Company, the related Servicer or the Master Servicer, as applicable. Such trust receipt shall obligate the Company, the related Servicer or the Master Servicer to return the Mortgage File to the Custodian on behalf of the Trustee, when the need therefor by such Person no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the Mortgage File shall be released by the Custodian, on behalf of the Trustee, to the Company, the related Servicer or the Master Servicer.
 
Section 4.08  Documents, Records and Funds in Possession of Master Servicer, Company and Servicer To Be Held for Trustee. 
 
(a)  The Master Servicer shall transmit and the Company or the related Servicer (to the extent required by this Agreement or the related Servicing Agreement) shall transmit to the Trustee or Custodian such documents and instruments coming into the possession of such Person from time to time as are required by the terms hereof, or in the case of the related Servicer, the related Servicing Agreement, to be delivered to the Trustee or Custodian. Any funds received by the Master Servicer, the Company or by the related Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, the Company or by the related Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Trustee and the Certificateholders subject to the Master Servicer’s right to retain or withdraw from the Master Servicer Collection Account, the Master Servicing Compensation and other amounts provided in this Agreement, and to the right of the Company and the related Servicer to retain its Servicing Fee and other amounts as provided in this Agreement or the related Servicing Agreement. The Master Servicer, the Company and the related Servicer shall provide access to information and documentation regarding the Mortgage Loans to the Trustee and, regarding the Mortgage Loans and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Certificateholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information.
 
(b)  All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive property of the Trustee; provided, however, that the Master Servicer, the Company and the related Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer or such Servicer to the extent provided under this Agreement or the related Servicing Agreement.
 
Section 4.09  Standard Hazard Insurance and Flood Insurance Policies. 
 
(a)  For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Company and the related Servicer under this Agreement or the related Servicing Agreement to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of this Agreement or the related Servicing Agreement. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in this Agreement and the related Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.
 
(b)  Pursuant to Sections 5.01 and 5.06 any amounts collected by the Company, the Servicers or the Master Servicer, or by the Company or the Servicers, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with this Agreement or the Servicing Agreements) shall be deposited by the Company in its Protected Account or by the related Servicer or the Master Servicer into the Master Servicer Collection Account, subject to withdrawal pursuant to Sections 5.02, 5.04, 5.05 and 5.07, as applicable. Any cost incurred by the Master Servicer, the Company or the related Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer, the Company or the related Servicer pursuant to Sections 5.02, 5.04, 5.05 and 5.07, as applicable.
 
Section 4.10  Presentment of Claims and Collection of Proceeds. 
 
The Master Servicer shall (to the extent provided in this Agreement and the related Servicing Agreement) cause the Company or the Servicer to, prepare and present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies and take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the Master Servicer (or disbursed to the Company or the related Servicer and remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly deposited in the Master Servicer Collection Account upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged Property, which repair or restoration the owner of such Mortgaged Property or EMC, as applicable, has agreed to make as a condition precedent to the presentation of claims on the related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).
 
Section 4.11  Maintenance of the Primary Mortgage Insurance Policies. 
 
(a)  The Master Servicer shall not take, or authorize the Company or the related Servicer (to the extent such action is prohibited under this Agreement or the related Servicing Agreement) to take, any action that would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master Servicer, the Company or the related Servicer, would have been covered thereunder. The Master Servicer shall use its best reasonable efforts to cause the Company and the related Servicer (to the extent required under this Agreement and the related Servicing Agreement) to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan (including any LPMI Policy) in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer shall not, and shall not authorize the Company or the related Servicer (to the extent required under this Agreement or the related Servicing Agreement) to, cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder except in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.
 
(b)  The Master Servicer agrees to cause the Company and the related Servicer (to the extent required under this Agreement and the related Servicing Agreement) to present, on behalf of the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Sections 5.01 and 5.06, any amounts collected by the Company or the related Servicer under any Primary Mortgage Insurance Policies shall be deposited by the Company in its Protected Account or by the Master Servicer in the Master Servicer Collection Account, subject to withdrawal pursuant to Section 5.07.
 
Section 4.12  Trustee to Retain Possession of Certain Insurance Policies and Documents. 
 
The Trustee (or the Custodian, as directed by the Trustee), shall retain possession and custody of the originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of insurance if applicable, and any certificates of renewal as to the foregoing as may be issued from time to time as contemplated by this Agreement. Until all amounts distributable in respect of the Certificates have been distributed in full and the Master Servicer otherwise has fulfilled its obligations under this Agreement, the Trustee (or its Custodian, if any, as directed by the Trustee) shall also retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions of this Agreement. The Master Servicer shall promptly deliver or cause to be delivered to the Trustee (or the Custodian, as directed by the Trustee), upon the execution or receipt thereof the originals of any Primary Mortgage Insurance Policies, any certificates of renewal, and such other documents or instruments that constitute portions of the Mortgage File that come into the possession of the Master Servicer from time to time.
 
Section 4.13  Realization Upon Defaulted Mortgage Loans. 
 
The Master Servicer shall cause the Company and the related Servicer (to the extent required under this Agreement and the related Servicing Agreement) to foreclose upon, repossess or otherwise comparably convert the ownership of Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, all in accordance with this Agreement or the related Servicing Agreement.
 
Section 4.14  Compensation for the Master Servicer. 
 
The Master Servicer will be entitled to receive all income and gain realized from any investment of funds in the Master Servicer Collection Account for the performance of its activities hereunder. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement.
 
Section 4.15  REO Property. 
 
(a)  In the event the Trust Fund acquires ownership of any REO Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee, or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall, to the extent provided in this Agreement or the related Servicing Agreement, cause the Company or the related Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. Pursuant to such efforts to sell such REO Property, the Master Servicer shall cause the Company or the related Servicer to protect and conserve, such REO Property in the manner and to the extent required by this Agreement or the related Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code.
 
(b)  The Master Servicer shall, to the extent required by this Agreement or the related Servicing Agreement, cause the Company or the related Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the related Protected Account.
 
(c)  The Master Servicer and the Company or the related Servicer, upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided, that any such unreimbursed Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.
 
(d)  To the extent provided in this Agreement or the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the Company or the related Servicer as provided above, subject to approval by the Master Servicer, shall be deposited in the related Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the related Master Servicer Collection Account on the next succeeding Remittance Date.
 
Section 4.16  Annual Statement as to Compliance. 
 
The Company as a Servicer, the Master Servicer and the 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 2008, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, such party has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of the cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall enforce the obligations of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver a similar Annual Statement of Compliance by that Servicer to the Depositor and the 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 (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 4.16 (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.
 
In the event the Company, the Master Servicer, the Securities Administrator or any subservicer or subcontractor engaged by either such party is terminated or resigns pursuant to the terms of the Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Annual Statement of Compliance pursuant to this Section 4.16 or to the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be notwithstanding any such termination or resignation.
 
Section 4.17  Assessments of Compliance and Attestation Reports. 
 
Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company as a Servicer, the Master Servicer, the Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) each at its own expense shall deliver (or otherwise make available) to the Master Servicer, the Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 2008, a report regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:
 
(a)  A statement by an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party;
 
(b)  A statement by an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party;
 
(c)  An assessment by such officer of the related Attesting Party’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type as the Mortgage Loans;
 
(d)  A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance for the period consisting of the preceding calendar year; and
 
(e)  A statement as to which of the Servicing Criteria, if any, are not applicable to the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans.
 
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party.
 
On or before March 15th of each calendar year beginning in 2008, 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 under the term of the related Servicing Agreement. Pursuant to each of the Servicing Agreements, the related Servicer, or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, is obligated to provide such Assessment of Compliance and Attestation Report on the 1st of March and in no event later than the 15th of March each year that the related Mortgage Loans are serviced under the applicable Servicing Agreement. The Master Servicer shall deliver to the Securities Administrator any such Assessment of Compliance and Attestation Report received from a Servicer or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to be “partiacipating in a servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, within two Business Days of such receipt but in no event later than two Business Days following the 15th day of March for each year for which a request on Form 10-16 is required to be filed with request to the Trust Fund. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in its own Assessment of Compliance. The 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 and Attestation Report is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
 
In addition, for the avoidance of doubt and without duplication, the Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the 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.
 
In the event the Company, the Master Servicer, the Custodian, the Securities Administrator or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 4.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
 
Section 4.18  Reports Filed with Securities and Exchange Commission.
 
(a)  (i) (A) Within 15 days after each Distribution Date (subject to permitted exceptions under the Exchange Act), the 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 attached thereto; 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 reported by the parties set forth on Exhibit O to the Securities Administrator and the Depositor, pursuant to the paragraph immediately below, 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 format 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. Subject to the foregoing, the Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the other parties listed on Exhibit O of their duties under this paragraph or to proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the 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 day 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 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, on behalf of the Trust, at the direction of the Depositor, any Form 8-K, as required by the Exchange Act; provided that, the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be, pursuant to the paragraph immediately below, reported by the parties set forth on Exhibit O to the Securities Administrator and the Depositor and directed and approved for inclusion by the Depositor pursuant to the following paragraph, 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, (i) no later than the close of business on the 2nd Business Day after the occurrence of a Reportable Event the parties set forth in Exhibit O shall be required pursuant to Section 4.18(a)(iv) below to provide, and the Master Servicer shall enforce the obligation of each Servicer (to the extent provided in the related Servicing Agreement) to provide, to the 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, 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 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) On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the 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 reported by the parties set forth on Exhibit O to the Securities Administrator and the Depositor and, pursuant to the paragraph immediately below, 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 2008, (i) the parties set forth in Exhibit O shall be required to provide, and the Master Servicer shall enforce the obligation of each Servicer (to the extent provided in the related Servicing Agreement) to provide, pursuant to Section 4.18(a)(iv) below to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible format, or in such other format 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 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 of each year in which the Trust is subject to the requirements of the Exchange Act with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no”. The Securities Administrator shall be entitled to rely on the representations in Section 2.04(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 failure of any party hereto to deliver on a timely basis, any information needed to prepare, arrange for execution or file such Form 10-K.
 
(D)  Each Form 10-K shall include a certification (the “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 K, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, the Company as a Servicer and the Securities Administrator shall sign a Back-Up Certification substantially in the form of Exhibit V; 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 2008. 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.
 
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, the Securities Administrator 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. This right may be assigned by the Seller to a third party, including a holder of a Class of Certificates.
 
If at any time the Seller remits to the Master Servicer a payment for deposit in the Master Servicer Collection Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Seller provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Master Servicer Collection Account, then the Trustee shall execute the assignment of such Mortgage Loan prepared and delivered to the Trustee, at the request of the Seller, without recourse, representation or warranty, to the Seller which shall succeed to all of the Trustee’s right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Seller will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto.
 
 
 
ARTICLE V

ACCOUNTS
 
Section 5.01  Collection of Mortgage Loan Payments; Protected Account. 
 
(a)  The Company shall make reasonable efforts in accordance with customary and usual standards of practice of prudent mortgage lenders in the respective states in which the Mortgaged Properties related to the EMC Mortgage Loans are located to collect all payments called for under the terms and provisions of the EMC Mortgage Loans to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Required Insurance Policy. Consistent with the foregoing, the Company may in its discretion (i) waive any late payment charge and (ii) extend the due dates for payments due on a Mortgage Note related to an EMC Mortgage Loan for a period not greater than 125 days. In the event of any such arrangement, the Company shall make Advances on the related EMC Mortgage Loan during the scheduled period in accordance with the amortization schedule of such EMC Mortgage Loan without modification thereof by reason of such arrangements, and shall be entitled to reimbursement therefor in accordance with Section 6.01. The Company shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law. In addition, if (x) an EMC Mortgage Loan is in default or default is reasonably foreseeable, and in accordance with the guidelines of EMC’s Master Servicing Asset Authority Levels, attached hereto as Exhibit W, the Company may also waive, modify or vary any term of any EMC Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any mortgagor, including without limitation, to (1) capitalize any amounts owing on the EMC Mortgage Loan by adding such amount to the outstanding principal balance of the EMC Mortgage Loan, (2) defer such amounts to a later date or the final payment date of such Mortgage Loan, (3) extend the maturity of any such EMC Mortgage Loan, but in no instance past the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut-off Date, and/or (4) reduce the related Mortgage Rate (subject to clause (y) below), provided that, in the Company’s determination, such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action), or (y) the Company delivers to the Trustee a certification addressed to the Trustee, based on the advice of counsel or certified public accountants, in either case, that have a national reputation with respect to taxation of REMICs, that a modification of such EMC Mortgage Loan will not result in the imposition of taxes on or disqualify from REMIC status any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V the Company may, (A) amend the related Mortgage Note to reduce the Mortgage Rate applicable thereto, provided that such reduced Mortgage Rate shall in no event be lower than 5.00% with respect to any EMC Mortgage Loan and (B) amend any Mortgage Note related to an EMC Mortgage Loan to extend to the maturity thereof.
 
In accordance with the standards of the first paragraph of Section 3.01, the Company shall not waive (or permit a sub-servicer to waive) any Prepayment Charge related to an EMC Mortgage Loan unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related EMC Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Company is required to pay the amount of such waived Prepayment Charge, for the benefit of Class P Certificates, by remitting such amount to the Master Servicer by the Remittance Date.
 
(b)  The Company shall establish and maintain a Protected Account (which shall at all times be an Eligible Account) with a depository institution in the name of the Company for the benefit of the Trustee on behalf of the Certificateholders and designated “U.S. Bank National Association, in trust for registered holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates Series 2007-AC1”. 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.
 
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 4.21 of this Agreement, all amounts received thereon and not taken into account in determining the related Stated Principal Balance of such repurchased EMC Mortgage Loan;
 
(vii)  to pay any expenses recoverable by the Company pursuant to Section 8.04 of this Agreement;
 
(viii)  to withdraw pursuant to Section 5.01 any amount deposited in the Protected Account and not required to be deposited therein; and
 
(ix)  to clear and terminate the Protected Account upon termination of this Agreement pursuant to Section 11.01 hereof.
 
In addition, no later than 1:00 p.m. Eastern time on the Remittance Date, the Company shall withdraw from the Protected Accounts and remit to the Master Servicer the amount required to be withdrawn therefrom pursuant to Section 5.05 hereof. With respect to any remittance received by the Master Servicer from the Company after the date on which such remittance was due, the Company shall pay to the Master Servicer interest on any such late remittance at an annual rate equal to the prime rate announced to be in effect from time to time as published as the average rate in The Wall Street Journal (Northeast Edition), plus two percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be deposited in the Company’s Protected Account by the Company on the date such late payment is made and shall cover the period commencing with the day following the date on which such remittance was due and ending with the Business Day on which such remittance is made, both inclusive. Such interest shall be remitted along with the distribution payable on the next succeeding Remittance Date. The payment by the Company of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default with respect to the Company.
 
The Company shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Protected Account pursuant to subclauses (i), (ii), (iv), (v) and (vi) above. Prior to making any withdrawal from the Protected Account pursuant to subclause (iii), the Company shall deliver to the Trustee an Officer’s Certificate of a Servicing Officer indicating the amount of any previous Advance or Servicing Advance determined by the Company to be a Nonrecoverable Advance and identifying the related EMC Mortgage Loan(s), and their respective portions of such Nonrecoverable Advance.
 
Section 5.03  Reports to Master Servicer. 
 
(i)  On or before the fifth Business Day of each month (or, with respect to information as to Full Principal Prepayments and prepayment penalties no later than one (1) Business Day after the end of each Prepayment Period), the Company shall furnish to the Master Servicer electronically in a format acceptable to the Master Servicer loan accounting reports in the investor’s assigned loan number order to document the payment activity on each EMC Mortgage Loan on an individual mortgage loan basis and containing the data required by the forms attached hereto as Exhibit S, Exhibit T and Exhibit U or in a format mutually agreed upon between the Company and the Master Servicer.
 
In addition, the Company shall provide to the Master Servicer and the Depositor:
 
(ii)  any and all information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Depositor or any such other participant shall request upon reasonable demand; and
 
(iii)  such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the Depositor and the Company or any such other participant.
 
Section 5.04  Collection of Taxes; Assessments and Similar Items; Escrow Accounts. 
 
With respect to each EMC Mortgage Loan, to the extent required by the related Mortgage Note, the Company shall establish and maintain one or more accounts (each, an “Escrow Account”) and deposit and retain therein all collections from the Mortgagors (or advances by the Company) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Company to compel a Mortgagor to establish an Escrow Account in violation of applicable law.
 
Withdrawals of amounts so collected from the Escrow Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, condominium or PUD association dues, or comparable items, to reimburse the Company out of related collections for any payments made with respect to each EMC Mortgage Loan pursuant to Section 3.01 (with respect to taxes and assessments and insurance premiums) and Section 3.05 (with respect to hazard insurance), to refund to any Mortgagors for any EMC Mortgage Loans any sums as may be determined to be overages, to pay interest, if required by law or the terms of the related Mortgage or Mortgage Note, to such Mortgagors on balances in the Escrow Account or to clear and terminate the Escrow Account at the termination of this Agreement in accordance with Section 11.01 thereof. The Escrow Account shall not be a part of the Trust Fund.
 
Section 5.05  Servicer Protected Accounts. 
 
(a)  The Master Servicer shall enforce the obligation of the Company and the Servicers to establish and maintain a Protected Account in accordance with this Agreement and the Servicing Agreements, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited within one Business Day (or as of such other time specified in the Servicing Agreements) of receipt all collections of principal and interest on any Mortgage Loan and with respect to any REO Property received by the Company or the related Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries, and advances made from the Company’s or such Servicer’s own funds (less servicing compensation as permitted by this Agreement or the related Servicing Agreement) and all other amounts to be deposited in the Protected Accounts. Each of the Company and the Servicers are hereby authorized to make withdrawals from and deposits to the related Protected Account for purposes required or permitted by this Agreement. To the extent provided in this Agreement or any Servicing Agreement, the Protected Account shall be held in a Designated Depository Institution and segregated on the books of such institution in the name of the Trustee for the benefit of Certificateholders.
 
(b)  To the extent provided in this Agreement or any Servicing Agreement, amounts on deposit in a Protected Account may be invested in Permitted Investments in the name of the Trustee for the benefit of Certificateholders and, except as provided in the preceding paragraph, not commingled with any other funds, such Permitted Investments to mature, or to be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Distribution Account, and shall be held until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 5.05 shall be paid to the Company or the related Servicer under this Agreement or the related Servicing Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Company or the related Servicer, as the case may be. The Company or the related Servicer (to the extent provided in this Agreement or the related Servicing Agreement) shall deposit the amount of any such loss in the Protected Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.
 
(c)  To the extent provided in this Agreement or the related Servicing Agreement and subject to this Article V, on or before each Remittance Date, the Company or the related Servicer shall withdraw or shall cause to be withdrawn from its Protected Account and shall immediately deposit or cause to be deposited in the Distribution Account amounts representing the following collections and payments (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date):
 
(i)  Scheduled Payments on the Mortgage Loans received or any related portion thereof advanced by the Company or the related Servicer pursuant to the related Servicing Agreement which were due on or before the related Due Date, net of the amount thereof comprising the Servicing Fees;
 
(ii)  Full Principal Prepayments and any Liquidation Proceeds received by the Company or the related Servicer with respect to such Mortgage Loans in the related Prepayment Period, with interest to the date of prepayment or liquidation, net of the amount thereof comprising the Servicing Fees and LPMI Fees, if any;
 
(iii)  Partial Principal Prepayments received by the Company or the related Servicer for such Mortgage Loans in the related Prepayment Period;
 
(iv)  Any amount to be used as an Advance; and
 
(v)  The amount of any Prepayment Charges collected with respect to the Mortgage Loans and the amount of any Prepayment Charges paid by the Company or the related Servicer in connection with the waiver of a Prepayment Charge in a manner that is not permitted under this Agreement or the related Servicing Agreement.
 
(d)  Withdrawals may be made from a Protected Account by the Company as described in Section 5.02 hereof and by the Master Servicer or the related Servicer only to make remittances as provided in Section 5.05(c); to reimburse the Master Servicer or the Servicer for Advances which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 11.01. As provided in Section 5.05(c) certain amounts otherwise due to the related Servicer may be retained by the related Servicer and need not be deposited in the Master Servicer Collection Account.
 
Section 5.06  Master Servicer Collection Account. 
 
The Master Servicer shall establish and maintain in the name of the Trustee, for the benefit of the Holders of the Certificates, the Master Servicer Collection Account as a segregated trust account or accounts. The Master Servicer Collection Account shall be an Eligible Account. The Master Servicer will deposit in the Master Servicer Collection Account as identified by the Master Servicer and as received by the Master Servicer, the following amounts:
 
(i)  any Advance and any Compensating Interest Payments;
 
(ii)  any Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received by or on behalf of the Master Servicer or which were not deposited in a Protected Account;
 
(iii)  the Purchase Price with respect to any Mortgage Loans purchased by the Seller or Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section 5.09 of this Agreement as the payment of such a Purchase Price, the Purchase Price with respect to any Mortgage Loans purchased by EMC pursuant to Section 4.21, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Seller or its designee pursuant to Section 11.01;
 
(iv)  any amounts required to be deposited with respect to losses on investments of deposits in an Account; and
 
(v)  any other amounts received by or on behalf of the Master Servicer or the Trustee and required to be deposited in the Master Servicer Collection Account pursuant to this Agreement.
 
All amounts deposited to the Master Servicer Collection Account shall be held by the Master Servicer in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the Master Servicer Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the Master Servicer or the related Servicer to the Distribution Account or the Master Servicer Collection Account, as applicable. Reconciliations will be prepared for the Master Servicing Collection Account within 45 calendar days after the bank statement cut-off date. In the event that the Master Servicer shall deposit or cause to be deposited in the Distribution Account any amount not required to be credited thereto, the 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.
 
Section 5.07  Permitted Withdrawals From the Master Servicer Collection Account. 
 
The Master Servicer may from time to time make withdrawals from the Master Servicer Collection Account for the following purposes:
 
(i)  to reimburse the Master Servicer, the Company or the related Servicer for any Advance or Servicing Advance of its own funds, the right of the Master Servicer, the Company or the related Servicer to reimbursement pursuant to this subclause (i) being limited to amounts received on a particular Mortgage Loan (including, for this purpose, the Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late payments or recoveries of the principal of or interest on such Mortgage Loan respecting which such Advance or Servicing Advance was made;
 
(ii)  to reimburse the Master Servicer, the Company or the related Servicer from Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Master Servicer, the Company or the related Servicer in good faith in connection with the restoration of the related Mortgaged Property which was damaged by an uninsured cause or in connection with the liquidation of such Mortgage Loan;
 
(iii)  to reimburse the Master Servicer, the Company or the related Servicer from Insurance Proceeds relating to a particular Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan and to reimburse the Master Servicer, the Company or the related Servicer from Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage Loan; provided that the Master Servicer shall not be entitled to reimbursement for Liquidation Expenses with respect to a Mortgage Loan to the extent that (i) any amounts with respect to such Mortgage Loan were paid as Excess Liquidation Proceeds pursuant to clause (x) of this Subsection (a) to the Master Servicer; and (ii) such Liquidation Expenses were not included in the computation of such Excess Liquidation Proceeds;
 
(iv)  to reimburse the Master Servicer, the Company or a Servicer for advances of funds pursuant to this Agreement or the related Servicing Agreement, and the right to reimbursement pursuant to this subclause being limited to amounts received on the related Mortgage Loan (including, for this purpose, the Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late recoveries of the payments for which such advances were made;
 
(v)  to reimburse the Master Servicer, the Company or a Servicer for any Advance or advance, after a Realized Loss has been allocated with respect to the related Mortgage Loan if the Advance or advance has not been reimbursed pursuant to clauses (i) through (iv);
 
(vi)  to pay the Master Servicer as set forth in Section 4.14;
 
(vii)  to reimburse the Master Servicer for expenses, costs and liabilities incurred by and reimbursable to it pursuant to Sections 4.03, 8.04(c) and (d) and 12.02 or otherwise reimbursable to it pursuant to this Agreement;
 
(viii)  to pay to the Master Servicer, as additional servicing compensation, any Excess Liquidation Proceeds to the extent not retained by the Company or the related Servicer;
 
(ix)  to reimburse or pay the Company or the related Servicer any such amounts as are due thereto under this Agreement or the related Servicing Agreement and have not been retained by or paid to the Company or the related Servicer, to the extent provided herein and in the related Servicing Agreement;
 
(x)  the Purchase Price with respect to any Mortgage Loans purchased by the Seller or Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section 5.09 of this Agreement as the payment of such a Purchase Price, the Purchase Price with respect to any Mortgage Loans purchased by EMC pursuant to Section 4.21, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Seller or its designee pursuant to Section 11.01;
 
(xi)  any amounts required to be deposited with respect to losses on investments of deposits in the Master Servicer Collection Account;
 
No later than noon New York time on the Distribution Account Deposit Date for each Distribution Date, after making all applicable withdrawals with respect to such Distribution Date, the Master Servicer will transfer all funds on deposit in the Master Servicer Collection Account to the Securities Administrator for deposit in the Distribution Account.
 
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.
 
In addition, on or before the Business Day prior to each Distribution Date, the Master Servicer shall deposit in the Distribution Account (or remit to the Securities Administrator for deposit therein) any Monthly Advances required to be made by the Master Servicer with respect to the Mortgage Loans.
 
The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any reimbursement from the Master Servicer Collection Account pursuant to subclauses (i) through (iv), inclusive, and (vi) or with respect to any such amounts which would have been covered by such subclauses had the amounts not been retained by the Master Servicer without being deposited in the Master Servicer Collection Account.
 
Section 5.08  Distribution Account. 
 
The 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. No later than noon New York time on the Distribution Account Deposit Date for each Distribution Date, after making all applicable withdrawals with respect to such Distribution Date, the Master Servicer will transfer all funds on deposit in the Master Servicer Collection Account to the Securities Administrator for deposit in the Distribution Account pursuant to Section 5.07 and any other amounts received by or on behalf of the Master Servicer and required to be deposited in the Distribution Account pursuant to this Agreement.
 
(a)  All amounts deposited in the Distribution Account shall be held by the 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 in 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.
 
(b)  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 held either uninvested in a trust or deposit account of the Securities Administrator with no liability for interest or other compensation thereof or invested in the name of the Trustee, in such Permitted Investments as may be selected by the Securities Administrator 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 Securities Administrator. The Securities Administrator 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 Securities Administrator 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:
 
(i)  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;
 
(ii)  to pay the Securities Administrator as set forth in Section 10.05;
 
(iii)  to remove amounts deposited in error;
 
(iv)  to clear and terminate the Distribution Account pursuant to Section 11.01; and
 
(v)  On each Distribution Date, the 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 Master Servicer for deposit in the Master Servicer Collection Account no later than 1:00 p.m. Eastern time on the Remittance Date in immediately available funds. The Master Servicer shall cause the related Servicer to remit any such Advance required pursuant to the terms of the related Servicing Agreement. The Company or the related Servicer, as applicable, shall be obligated to make any such Advance only to the extent that such advance would not be a Nonrecoverable Advance. If the Company or the related Servicer shall have determined that it has made a Nonrecoverable Advance or that a proposed Advance or a lesser portion of such Advance would constitute a Nonrecoverable Advance, the Company or the related Servicer, as the case may be, shall deliver (i) to the Master Servicer for the benefit of the Certificateholders constituting the portion of such Advance that is not deemed nonrecoverable, if applicable, and (ii) to the Depositor, the Master Servicer, each Rating Agency and the Trustee an Officer’s Certificate setting forth the basis for such determination. Subject to the Master Servicer’s recoverability determination, in the event that a Servicer fails to make a required Advance, the Master Servicer, as successor servicer, shall be required to remit the amount of such Advance to the Distribution Account.
 
In lieu of making all or a portion of such Advance from its own funds, the Company may (i) cause to be made an appropriate entry in its records relating to the Protected Account that any Amounts Held for Future Distribution has been used by the Company in discharge of its obligation to make any such Advance and (ii) transfer such funds from the Protected Account to the Master Servicer Collection Account. Any funds so applied and transferred shall be replaced by the Company by deposit in the Master Servicer Collection Account, no later than the close of business on the Remittance Date immediately preceding the Distribution Date on which such funds are required to be distributed pursuant to this Agreement.
 
The Company shall be entitled to be reimbursed from the Protected Account for all Advances of its own funds made pursuant to this Section as provided in Section 5.02. The obligation to make Advances with respect to any EMC Mortgage Loan shall continue until such EMC Mortgage Loan is paid in full or the related Mortgaged Property or related REO Property has been liquidated or until the purchase or repurchase thereof (or substitution therefor) from the Trust Fund pursuant to any applicable provision of this Agreement, except as otherwise provided in this Section 6.01.
 
(b)  If the Company or the related Servicer was required to make an Advance pursuant to this Agreement or the related Servicing Agreement and fails to make any required Advance, in whole or in part, the Master Servicer, as successor servicer, or an other successor servicer appointed by it, will remit to the 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 required Advance to the extent not otherwise paid by the related Servicer, net of the Servicing Fee for such Mortgage Loan except to the extent the Master Servicer determines any such Advance to be nonrecoverable from Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which such Advance was made. Subject to the foregoing, the Master Servicer shall continue to make such Advances through the date that the Company or the related Servicer is required to do so under this Agreement or the related Servicing Agreement, as applicable. If applicable, on the Business Day prior to the related Distribution Date, the Master Servicer shall present an Officer’s Certificate to the Trustee (i) stating that the Master Servicer elects not to make an Advance in a stated amount and (ii) detailing the reason it deems the advance to be nonrecoverable.
 
Subject to and in accordance with the provisions of Article IX hereof, in the event the Master Servicer fails to make such Advance, then the Trustee, as Successor Master Servicer, shall be obligated to make such Advance, subject to the provisions of this Section 6.01, in accordance with and subject to the terms of this Agreement (including its rights of reimbursement hereunder).
 
Section 6.02  Compensating Interest Payments. 
 
(a)  In the event that there is a Prepayment Interest Shortfall arising from a voluntary Principal Prepayment in part or in full by the Mortgagor with respect to any EMC Mortgage Loan, the Company shall, to the extent of the Servicing Fee for such Distribution Date, deposit into the Distribution Account, as a reduction of the Servicing Fee for such Distribution Date, no later than the close of business on the Remittance Date immediately preceding such Distribution Date, an amount equal to the Prepayment Interest Shortfall; and in case of such deposit, the Company shall not be entitled to any recovery or reimbursement from the Depositor, the Trustee, the Seller, the Master Servicer, the 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..
 
Section 6.03  REMIC Distributions. 
 
On each Distribution Date the Securities Administrator shall be deemed to have allocated distributions to the REMIC Regular Interests, the Class C Interest and the Class P Interest in accordance with Section 6.07 hereof.
 
Section 6.04  Distributions. 
 
(a)  On each Distribution Date, an amount equal to the Interest Funds and Principal Funds for such Distribution Date shall be withdrawn by the 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, Class A-3 and Class X Certificates, the Current Interest and any Interest Carry Forward Amount for each such Class, pro rata in accordance with the amount of accrued interest due thereon; and
 
(B)  From remaining Interest Funds, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, the Current Interest for each such Class.
 
Any Excess Spread to the extent necessary to meet a level of overcollateralization equal to the Overcollateralization Target Amount will be the Extra Principal Distribution Amount and will be included as part of the Principal Distribution Amount. Any Remaining Excess Spread together with any Overcollateralization Release Amount will be applied as Excess Cashflow and distributed pursuant to clauses (3)(A) through (H) below.
 
On any Distribution Date, any Relief Act Interest Shortfalls and any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest will be allocated as set forth in the definition of “Current Interest” herein.
 
(2)  On each Distribution Date, the Principal Distribution Amount shall be distributed in the following manner and order of priority:
 
(A)  For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect:
 
(i)  To the Class A-1 Certificates and Class A-2 Certificates, on a pro rata basis, based on the Certificate Principal Balance of each such Class, the Principal Distribution Amount for such Distribution Date until the Certificate Principal Balances thereof have been reduced to zero;
 
(ii)  To the Class A-3 Certificates, the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero;
 
(iii)  To the Class M-1 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(iv)  To the Class M-2 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(v)  To the Class M-3 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(vi)  To the Class M-4 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(vii)  To the Class B-1 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(viii)  To the Class B-2 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;
 
(ix)  To the Class B-3 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero; and
 
(x)  To the Class B-4 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero.
 
(B)  For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event is not in effect:
 
(i)  To the Class A-1 Certificates and Class A-2 Certificates, on a pro rata basis, based on the Certificate Principal Balance of each such class, the Class A Principal Distribution Amount for such Distribution Date until the Certificate Principal Balances thereof have been reduced to zero;
 
(ii)  To the Class A-3 Certificates, the remaining Class A Principal Distribution Amount for such Distribution Date until the Certificate Principal Balance thereof has been reduced to zero;
 
(iii)  To the Class M-1 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(iv)  To the Class M-2 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(v)  To the Class M-3 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(vi)  To the Class M-4 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(vii)  To the Class B-1 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(viii)  To the Class B-2 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
 
(ix)  To the Class B-3 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-3 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and
 
(x)  To the Class B-4 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-4 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero.
 
(3)  Any Excess Cashflow shall be distributed in the following manner and order of priority:
 
(A)  To the Class A Certificates and Class X Certificates, any remaining Interest Carry Forward Amount for such Classes, pro rata, in accordance with the Interest Carry Forward Amount due with respect to each such Class, to the extent not fully paid pursuant to clause (1) (A) above;
 
(B)  To the Class A Certificates, any Unpaid Realized Loss Amount for the Class A Certificates, on a pro rata basis, for such Distribution Date, in accordance with the Applied Realized Loss Amount allocated to each such Class;
 
(C)  From any remaining Excess Cashflow, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, an amount equal to the Interest Carry Forward Amount for each such Class;
 
(D)  From any remaining Excess Cashflow otherwise distributable to the Class C Interest and the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Classes of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for such Classes for such Distribution Date, on a pro rata basis, based on the amount of the Basis Risk Shortfall Carry Forward Amount for each such Class, to the extent such amount exceeds the amounts then on deposit in the Reserve Fund, and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit;
 
(E)  From any remaining Excess Cashflow otherwise distributable to the Class C Interest and the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, sequentially in that order, any Basis Risk Shortfall Carry Forward Amount for each such Class, for such Distribution Date, if any, to the extent such amount exceeds the amounts then on deposit in the Reserve Fund, and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit;
 
(F)  From any remaining Excess Cashflow, to the Class A Certificates and Class X Certificates, on a pro rata basis, based on the entitlement of each such Class, and then sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, the amount of Relief Act Shortfalls and any Prepayment Interest Shortfalls allocated to such Classes of Certificates, to the extent not previously reimbursed;
 
(G)  From any remaining Excess Cashflow, to the Class C Interest and Class C Certificates, an amount equal to the Class C Distribution Amount reduced by amounts distributed in clauses (D) and (E) above; and
 
(H)  From any remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3 and Class RX Certificates, based on the related REMIC in which such amount remains.
 
In addition, notwithstanding the foregoing, on any Distribution Date after the Distribution Date on which the Certificate Principal Balance of the Class of Class A, Class B or Class M Certificates or Notional Amount of the Class X Certificates has been reduced to zero, that Class of Certificates will be retired and will no longer be entitled to distributions, including distributions in respect of Prepayment Interest Shortfalls or Basis Risk Shortfall Carry Forward Amounts.
 
(b)  Subject to Section 11.02 hereof respecting the final distribution, on each Distribution Date the 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)  On or before 2:00 p.m. Central standard time on the fifth Business Day immediately preceding each Distribution Date, the Master Servicer shall deliver a report to the 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-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and eleventh, to the Class A Certificates, on a pro rata basis, in reduction of the Certificate Principal Balances thereof, until reduced to zero; provided, however, any Realized Losses otherwise allocable to the Class A-1 Certificates will first be allocated to the Class A-2 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 (G) of Section 6.04(a)(3).
 
Notwithstanding the foregoing, no such allocation of any Realized Loss shall be made on a Distribution Date to any Class of Certificates to the extent that such allocation would result in the reduction of the aggregate Certificate Principal Balance of all the Certificates as of such Distribution Date (other than the Class C Certificates and Class P Certificates) after giving effect to all distributions and prior allocations of Realized Losses on the Mortgage Loans on such date, to an amount less than the aggregate Stated Principal Balance of all of the Mortgage Loans as of the first day of the month of such Distribution Date (such limitation, the “Loss Allocation Limitation”). In addition in no event will the Certificate Principal Balance of any Certificate be reduced more than once in respect of any particular amount both (i) allocable to such Certificate in respect of Realized Losses and (ii) payable as principal to the Holder of such Certificate from Remaining Excess Spread.
 
As used herein, an allocation of a Realized Loss on a “pro rata basis” among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date. All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby.
 
(i)  All Realized Losses on the Mortgage Loans shall be allocated by the Securities Administrator on each Distribution Date to the following REMIC I Regular Interests in the following specified percentages: first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount (without duplication of shortfalls allocated pursuant to Section 1.02), 98.00% and 2.00%, respectively; second, to the Uncertificated Principal Balances of REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-4 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-4 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-3 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-2 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-2 has been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-1 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-1 has been reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-4 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-4 has been reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-3 has been reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-2 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-2 has been reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-1 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-1 has been reduced to zero; and eleventh, to the Uncertificated Principal Balance of REMIC I Regular Interest AA, 98.00%, to the Uncertificated Principal Balances of REMIC I Regular Interests A-1, 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-2 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).
 
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 X, Class M and Class B Certificates (by Class) allocable to principal, separately identifying (A) the aggregate amount of any Principal Prepayments included therein, (B) the aggregate of all scheduled payments of principal included therein and (C) the Extra Principal Distribution Amount (if any);
 
(v)  the amount of such distribution to Holders of each Class of Class A, Class X, Class M and Class B Certificates allocable to interest
 
(vi)  the amount of the distribution made on such Distribution Date to the Holders of the Class P Certificates allocable to Prepayment Charges
 
(vii)  the Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward Amounts for each Class of Certificates (if any);
 
(viii)  the Pass-Through Rate for each Class of Class A, Class X, Class M and Class B Certificates with respect to the current Interest Accrual Period, and, if applicable, whether such Pass-Through Rate was limited by the applicable Net Rate Cap;
 
(ix)  the number and Stated Principal Balance of all of the Mortgage Loans for the related Distribution Date, together with updated pool composition information including the following: weighted average mortgage rate and weighted average remaining term;
 
(x)  the Certificate Principal Balance or Certificate Notional Amount, as applicable, of each Class before and after giving effect (i) to all distributions allocable to principal on such Distribution Date and (ii) the allocation of any Applied Realized Loss Amounts for such Distribution Date;
 
(xi)  the number and aggregate Stated Principal Balance of the Mortgage Loans (A) Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy and those Liquidated Mortgage Loans as of the end of a Prepayment Period) (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent, (B) in foreclosure and delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent and (C) in bankruptcy and delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent, in each case as of the close of business on the last day of the calendar month preceding such Distribution Date;
 
(xii)  the amount of aggregate Advances included in the distribution on such Distribution Date (including the general purpose of such Advances), the aggregate amount of unreimbursed Advances as of the end of the Due Period, and the general source of funds for reimbursements;
 
(xiii)  the amount of, if any, of excess cashflow or excess spread and the application of such excess cashflow;
 
(xiv)  the cumulative amount of Applied Realized Loss Amounts through the end of the preceding month;
 
(xv)  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 and any Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class C Interest shall constitute assets of REMIC IV. The Class P Interest shall constitute assets of REMIC V.
 
(b)  On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests (other than REMIC I Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be:
 
(i)  to the holders of the REMIC I Regular Interests (other than REMIC I Regular Interest P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount, and such amount will be payable to the holders of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is the Corresponding Interest, allocated in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for such Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount;
 
(ii)  from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows:
 
(A)  98.00% of such remainder to the holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero;
 
(B)  2.00% of such remainder, first, to the holders of each REMIC I Regular Interest for which a REMIC II Regular Interest (other than REMIC I Regular Interest P) is the Corresponding Interest, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for such Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and
 
(C)  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, 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)  (f)On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 6.04(a)(3)(D), (E) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable on the Class C Interest.
 
(g)  (e)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, Class M and Class C 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 2007-AC1, Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3, Class B-4 and Class C”. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund an amount equal to the Reserve Fund Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall Carry Forward Amount payable to any Class of Certificates, the Securities Administrator shall deposit the amounts pursuant to clauses (D) and (E) 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 (D) and (E) of Section 6.04(a)(3). Any amount paid to the Holders of Class A, Class M or Class B Certificates from amounts distributable pursuant to clauses (D) and (E) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts shall be treated as distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by the Class C Certificateholder to the Holders of the Class A, Class M or Class B Certificates. Any payments to the Holders of the Class A, Class M or Class B in respect of Basis Risk Shortfall Carry Forwards Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Section 860G(a)(1) of the Code.
 
(b)  The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The 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 2007-AC1 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.
 
 
 
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
 
$
357,010,000.00
 
Class A-1 Pass-Through Rate
A-2
 
$
100,000
 
$
1,000
 
$
21,827,000.00
 
Class A-2 Pass-Through Rate
A-3
 
$
100,000
 
$
1,000
 
$
44,350,000.00
 
Class A-3 Pass-Through Rate
X
 
$
100,000
 
$
1,000
 
$
44,350,000.00
(1)
Class X Pass-Through Rate
M-1
 
$
100,000
 
$
1,000
 
$
10,255,000.00
 
Class M-1 Pass-Through Rate
M-2
 
$
100,000
 
$
1,000
 
$
3,190,000.00
 
Class M-2 Pass-Through Rate
M-3
 
$
100,000
 
$
1,000
 
$
2,279,000.00
 
Class M-3 Pass-Through Rate
M-4
 
$
100,000
 
$
1,000
 
$
2,279,000.00
 
Class M-4 Pass-Through Rate
B-1
 
$
100,000
 
$
1,000
 
$
2,279,000.00
 
Class B-1 Pass-Through Rate
B-2
 
$
100,000
 
$
1,000
 
$
2,279,000.00
 
Class B-2 Pass-Through Rate
B-3
 
$
100,000
 
$
1,000
 
$
2,279,000.00
 
Class B-3 Pass-Through Rate
B-4
 
$
100,000
 
$
1,000
 
$
3,646,000.00
 
Class B-4 Pass-Through Rate
C
 
$
100,000
 
$
1,000
 
$
455,775,287.84
(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; provided, however, that such representation letters will not be required in connection with any transfer of any such Certificate by the Depositor to an affiliate of the Depositor and the Trustee and the Securities Administrator shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee or the Securities Administrator, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. The Depositor shall provide to any Holder of a Private Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for Transfer of any such Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. The 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-4 Certificate, the transferee provides a representation, or deemed representation in the case of the Global Certificate or an opinion of counsel to the effect that the proposed transfer and holding of such Certificate and the servicing, management and operation of the Trustee and its assets: (I) will not result in any prohibited transaction which is not covered under an individual or class prohibited transaction exemption, including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, 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-4 Certificate, or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or investing with “Plan Assets”, (ii) it has acquired and is holding such certificate in reliance on the Exemption, and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-”(or its equivalent) by S&P, Fitch Ratings or 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 Securities Administrator 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.
 
(j)  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 and the Master Servicer. 
 
(a)  The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, including the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, the Assignment Agreements, the Custodial Agreement or the Certificates (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have given the Master Servicer and the Seller written notice thereof promptly after a responsible officer of the Trustee shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the failure to give such notice shall not relieve the Master Servicer of its indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee, 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), (b) or (c) above.
 
Section 8.04  Limitations on Liability of the Depositor, the Company, the Master Servicer and Others. 
 
Subject to the obligation of the Seller, the Company, and the Master Servicer to indemnify the Indemnified Persons pursuant to Section 8.03:
 
(a)  Neither the Depositor, the Company, the Master Servicer nor any of the directors, officers, employees or agents of the Depositor, the Company and the Master Servicer shall be under any liability to the Indemnified Persons, the Trust Fund or the Certificateholders for taking any action or for refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Company, the Master Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of such Person’s willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder.
 
(b)  The Depositor, the Company, the Master Servicer and any director, officer, employee or agent of the Depositor, the Company and the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
 
(c)  The Depositor, the Company, the Master Servicer, the Trustee, the Custodian and any director, officer, employee or agent of the Depositor, the Company, the Master Servicer, 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 Master Servicer Collection Account as provided by Section 5.07. Nothing in this Subsection 8.04(d) shall affect the Master Servicer’s obligation to supervise, or to take such actions as are necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Subsection 4.01.
 
(e)  In taking or recommending any course of action pursuant to this Agreement, unless specifically required to do so pursuant to this Agreement, the Master Servicer shall not be required to investigate or make recommendations concerning potential liabilities which the Trust might incur as a result of such course of action by reason of the condition of the Mortgaged Properties but shall give notice to the Trustee if it has notice of such potential liabilities.
 
(f)  The Master Servicer shall not be liable for any acts or omissions of the Company or the Servicers, except as otherwise expressly provided herein.
 
(g)  The Master Servicer may perform any of its duties hereunder or exercise its rights hereunder either directly or through Affiliates, agents or attorneys.
 
Section 8.05  Master Servicer and Company Not to Resign. 
 
(a)  Except as provided in Section 8.07, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) with the prior written consent of the Trustee (which consent shall not be unreasonably withheld) or (ii) upon a determination that any such duties hereunder are no longer permissible under applicable law and such impermissibility cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect, addressed to and delivered to, the Trustee. No such resignation by the Master Servicer shall become effective until the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 9.02 hereof. The Trustee shall notify the Rating Agencies of the resignation of the Master Servicer.
 
(b)  The Company shall not resign from the obligations and duties hereby imposed on it except (i) upon the assignment of its servicing duties with respect to all or a portion of the EMC Mortgage Loans to an institution that is a 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; 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; and (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Trustee, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.
 
 
 
ARTICLE IX

DEFAULT; TERMINATION OF MASTER SERVICER;
TERMINATION OF COMPANY
 
Section 9.01  Events of Default. 
 
“Event of Default,” wherever used herein, means any one of the following events:
 
(i)  any failure by the Master Servicer to remit to the 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 under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer hereunder, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee, or any successor appointed pursuant to Section 9.02 (a “Successor Master Servicer”). Such Successor Master Servicer shall thereupon if such Successor Master Servicer is a successor to the Master Servicer, make any Advance required by Article VI, subject, in the case of the Trustee, to Section 9.02. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the terminated Master Servicer, as attorney- in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of any Mortgage Loans and related documents, or otherwise. Unless expressly provided in such written notice, no such termination shall affect any obligation of the Master Servicer to pay amounts owed pursuant to Article VIII or Article X. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the Master Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer to the applicable Successor Master Servicer of all cash amounts which shall at the time be credited to the Distribution Account and maintained pursuant to Section 5.08, or thereafter be received with respect to the applicable Mortgage Loans. The Trustee shall promptly notify the Rating Agencies of the occurrence of an Event of Default known to the Trustee. 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.
 
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 Master Servicer any payment including any Advance required to be made under the terms of this Agreement on any Remittance Date; or
 
(ii)  failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or agreements (other than Sections 3.13 or 3.14) on the part of the Company set forth in this Agreement, the breach of which has a material adverse effect and which continue unremedied for a period of sixty days (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a material adverse effect) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Master Servicer; or
 
(iii)  a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or
 
(iv)  the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to all or substantially all of its property; or
 
(v)  the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
 
(vi)  the Company attempts to assign its right to servicing compensation hereunder or the Company attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted herein;
 
(vii)  the Company ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company’s ability to perform its obligations hereunder; or
 
(viii)  failure by the Company to duly perform, within the required time period, its obligations under Sections 4.16, 4.17 or Section 4.18;
 
then, and in each and every such case, so long as a Company Default shall not have been remedied, the Master Servicer, by notice in writing to the Company may, in addition to whatever rights the Master Servicer and the Trustee on behalf of the Certificateholders may have under Section 8.03 and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the EMC Mortgage Loans and the proceeds thereof without compensating the Company for the same. On or after the receipt by the Company of such written notice, all authority and power of Company under this Agreement, whether with respect to the EMC Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer. Upon written request from the Master Servicer, the Company shall prepare, execute and deliver, any and all documents and other instruments, place in the Master Servicer’s possession all Mortgage Files relating to the EMC Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the EMC Mortgage Loans and related documents, or otherwise, at the Company’s sole expense. The Company agrees to pay any costs and expenses incurred by the Master Servicer in accordance with Section 4.03(c) and to cooperate with the Master Servicer in effecting the termination of the Company’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Company to its Protected Account or Escrow Account or thereafter received with respect to the EMC Mortgage Loans or any related REO Property.
 
Section 9.06  Waiver of Company Defaults. 
 
The Master Servicer, with the consent of the Trustee may waive only by written notice any default by the Company in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Company Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
 
 
 
ARTICLE X

CONCERNING THE TRUSTEE 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 Securities Administrator shall be entitled to the Securities Administrator Fee as compensation for its activities under this Agreement. The fees and expenses of the Trustee shall be paid in accordance with a side letter agreement with the Securities Administrator and at the expense of the Securities Administrator. In addition, the Trustee and the Securities Administrator shall be entitled to recover from the Distribution Account pursuant to Section 5.09 all reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Trustee and 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 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 could (i) cause the termination of the REMIC status of any REMIC formed hereunder or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code); (h) the Securities Administrator shall pay, from the sources specified in this Section 10.12, the amount of any federal, state and local taxes, including prohibited transaction taxes as described below, imposed on any REMIC formed hereunder prior to the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Trustee, 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 (i) by 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) by 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-4 Certificates, second, to the Class B-3 Certificates, third, to the Class B-2 Certificates, fourth, to the Class B-1 Certificates, fifth, to the Class M-4 Certificates, sixth, to the Class M-3 Certificates, seventh, to the Class M-2 Certificates, eighth, to the Class M-1 Certificates, and ninth, to the Class A Certificates (pro rata based on the amounts to be distributed). Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the Holder of any Certificates, the 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 include in its Remittance Report instructions as to distributions to such parties taking into account the priorities described in the preceding sentence. 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 any other provision of this Agreement, the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Securities Administrator does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Securities Administrator shall indicate the amount withheld to such Certificateholders.
 
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.
 
Section 10.13  Indemnification of the Securities Administrator. 
 
The Securities Administrator agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement (i) related to the Securities Administrator’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 Securities Administrator’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 Securities Administrator 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 Securities Administrator 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.
 
Section 10.14  Limitations on Liability of the Securities Administrator. 
 
Subject to the obligation of the Securities Administrator to indemnify the Indemnified Persons pursuant to Section 10.13:
 
(a)  Neither the Securities Administrator nor any of the directors, officers, employees or agents of the Securities Administrator 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 Securities Administrator 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 Securities Administrator and any director, officer, employee or agent of the Securities Administrator 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 Securities Administrator and any director, officer, employee or agent of the Securities Administrator shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the Assignment Agreements, the Custodial Agreement, the Certificates or the Servicing Agreements.
 
(d)  The Securities Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties under this Agreement and that in its opinion may involve it in any expense or liability, provided, however, the Securities Administrator may in its discretion, with written notice to the Trustee, provided that such action is consistent with the terms of this Agreement and the Securities Administrator’s duties and standard of care set forth herein, 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 Securities Administrator shall be entitled to be reimbursed therefor out of the Distribution Account as provided by Section 5.09.
 
 
 
ARTICLE XI

TERMINATION
 
Section 11.01  Termination upon Liquidation or Repurchase of all Mortgage Loans.
 
Subject to Section 11.03, the obligations and responsibilities of the Depositor, the Master Servicer, 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 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests.
 
In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the 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 cause the Trustee to sign, to the extent such signature is required thereon, such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class C Certificateholder and the receipt of the Opinion of Counsel referred to in Section 11.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class C Certificateholder.
 
 
 
ARTICLE XII

MISCELLANEOUS PROVISIONS
 
Section 12.01  Amendment. 
 
This Agreement may be amended from time to time by parties hereto without the consent of any of the Certificateholders to cure any ambiguity, to correct or supplement any provisions herein (including to give effect to the expectations of investors), to comply with any changes in the Code, to revise any provisions to reflect the obligations of the parties to this Agreement as they relate to Regulation AB, to change the manner in which the Distribution Account maintained by the 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, 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 Trustee shall furnish written notification of the substance of such amendment to each Certificateholder and each Rating Agency.
 
It shall not be necessary for the consent of Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.
 
Section 12.02  Recordation of Agreement; Counterparts. 
 
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all of the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere. The Master Servicer shall effect such recordation at the Trust’s expense upon the request in writing of a Certificateholder, but only if such direction is accompanied by an Opinion of Counsel (provided at the expense of the Certificateholder requesting recordation) to the effect that such recordation would materially and beneficially affect the interests of the Certificateholders or is required by law.
 
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
 
Section 12.03  Governing Law. 
 
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).
 
Section 12.04  Intention of Parties. 
 
It is the express intent of the parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies and any modifications, extensions and/or assumption agreements and private mortgage insurance policies relating to the Mortgage Loans by the Seller to the Depositor, and by the Depositor to the Trustee be, and be construed as, an absolute sale thereof to the Depositor or the Trustee, as applicable. It is, further, not the intention of the parties that such conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the Depositor to the Trustee. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the 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, 4.21 and 11.01; and
 
(v)  The final payment to Certificateholders.
 
(b)  All directions, demands and notices hereunder shall be in writing and shall be deemed to have been duly given when delivered at or mailed by registered mail, return receipt requested, postage prepaid, or by recognized overnight courier, or by facsimile transmission to a number provided by the appropriate party if receipt of such transmission is confirmed to (i) in the case of the Depositor, Bear 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 and the Company, EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067 (Facsimile: (469-759-4714), attention: General Counsel, or such other address as may be hereafter furnished to the other parties hereto by the Company in writing; (iii) in the case of the Master Servicer , EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067 (Facsimile: (214) 626-4889), attention: Michelle Viner 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 Securities Administrator, P. O. Box 98, Columbia, Maryland 21046 (or, for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045), Attention: BSABS I 2007-AC1 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, EMC (on its own behalf as Seller and on behalf of Master Funding) or the Depositor.
 
Section 12.08  Limitation on Rights of Certificateholders. 
 
The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the Trust Fund, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
 
No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
 
No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee 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).
 
The Securities Administrator agrees that, on reasonable prior notice, it will permit any representative of the Depositor or the Trustee during the Securities Administrator’s normal business hours, to examine all the books of account, records, reports and other papers of the Securities Administrator relating to the Certificates, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants selected by the Depositor or the Trustee and to discuss its affairs, finances and accounts relating to such Certificates with its officers, employees and independent public accountants (and by this provision the Securities Administrator 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 Master Servicer, Seller and Company
 
              /s/ Sue Stepanek 
             
Name:  Sue Stepanek
             
Title:    Executive Vice President 

           
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Securities Administrator
 
              /s/ Stacey M. Taylor 
             
Name:  Stacey M. Taylor 
             
Title:    Vice President

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





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

On this 30th day of January, 2007, 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 a Vice President 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.
 
   
 
Notary Public



[Notarial Seal]




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

On this 30th day of January, 2007, before me, a notary public in and for said State, appeared ____________________, personally known to me on the basis of satisfactory evidence to be an authorized representative of 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.
 
   
 
Notary Public



[Notarial Seal]




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

On this 30th day of January, 2007, before me, a notary public in and for said State, appeared ________________________, personally known to me on the basis of satisfactory evidence to be an authorized representative of EMC Mortgage Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation and acknowledged to me that such corporation executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
   
 
Notary Public



[Notarial Seal]







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

On this 30th day of January, 2007, before me, a notary public in and for said State, appeared ______________________, personally known to me on the basis of satisfactory evidence to be an authorized representative of 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.
 
   
 
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 SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.





Certificate No.1
Fixed Pass-Through Rate
   
 
Class A-[1][2][3] Senior
 
   
 
Date of Pooling and Servicing Agreement and Cut-off Date:
January 1, 2007
 
Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$[_____________]
   
 
First Distribution Date:
February 25, 2007
 
Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $[_____________]
   
 
Master Servicer:
EMC Mortgage Corporation
 
CUSIP: [___________]
   
 
Assumed Final Distribution Date:
February 25, 2037
 
   

ASSET-BACKED CERTIFICATE
SERIES 2007-AC1
 
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. EMC will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC, as Master Servicer, seller and company, Wells Fargo Bank, National Association, as 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 during the month prior to the month in which a Distribution Date (as hereinafter defined) occurs on the Current Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The 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: January 30, 2007
     
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 X 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 NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS NOTIONAL AMOUNT BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.





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

ASSET-BACKED CERTIFICATE
SERIES 2007-AC1
 
evidencing a percentage interest in the distributions allocable to the Class X Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR 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. EMC will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC, as Master Servicer, seller and company, Wells Fargo Bank, National Association, as 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 during the month prior to the month in which a Distribution Date (as hereinafter defined) occurs on the current Notional Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The 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: January 30, 2007
     
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory
                 
 

CERTIFICATE OF AUTHENTICATION

This is one of the Class 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
 
,
 
.

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






EXHIBIT A-3

FORM OF CLASS M CERTIFICATES
 
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [,] [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND] [CLASS M-3 CERTIFICATES] [,] [AND] [CLASS M-4 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
 
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 SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 
EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 7.02(b) OF THE AGREEMENT.




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

ASSET-BACKED CERTIFICATE
SERIES 2007-AC1
 
evidencing a percentage interest in the distributions allocable to the Class M-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR 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. EMC will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC, as Master Servicer, seller and company, Wells Fargo Bank, National Association, as 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: January 30, 2007
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory

 
CERTIFICATE OF AUTHENTICATION

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

   
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 B CERTIFICATES
 
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [,] [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND] [CLASS M-3 CERTIFICATES] [,] [AND] [CLASS M-4 CERTIFICATES] [,] [AND] [CLASS B-1 CERTIFICATES] [,] [AND] [CLASS B-2 CERTIFICATES] [,] [CLASS B-3 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 and Class B-3] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
 
[For Class B-1, Class B-2 and Class B-3] [EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 7.02(b) OF THE AGREEMENT.]
 
[For Class B-4] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),(3) OR (7) (OR ANY ENTITY IN WHICH ALL OF THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE RECEIPT BY THE 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] Subordinate
 
   
 
Date of Pooling and Servicing Agreement and Cut-off Date:
January 1, 2007
 
Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$[________________]
   
 
First Distribution Date:
February 25, 2007
 
Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$[________________]
   
 
Master Servicer:
EMC Mortgage Corporation
 
CUSIP: [_______________]
   
 
Assumed Final Distribution Date:
February 25, 2037
 
   

ASSET-BACKED CERTIFICATE
SERIES 2007-AC1
 
evidencing a percentage interest in the distributions allocable to the Class B-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR 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. EMC will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC, as Master Servicer, seller and company, Wells Fargo Bank, National Association, as 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 and Class B-3] [Interest on this Certificate will accrue from and including the 25th day of the calendar month preceding the month in which a Distribution Date (as hereinafter defined) occurs (or, with respect to the first accrual period, the Closing Date) to and including the 24th day of the calendar month in which that Distribution Date occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The 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-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 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-4] [No transfer of this Class B-4 Certificate will be made unless such transfer is (i) exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws and (ii) made in accordance with Section 7.02 of the Agreement. In the event that such transfer is to be made the 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.
 
[For Class B-1, Class B-2 and Class B-3] [Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in section 7.02(b) of the Agreement.]
 
[For Class B-4] [This Certificate may not be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, unless the transferee certifies or represents that the proposed transfer and holding of a Certificate and the servicing, management and operation of the trust and its assets: (i) will not result in any prohibited transaction which is not covered under an individual or class prohibited transaction exemption, including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, 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: January 30, 2007
 
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] 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 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:
January 1, 2007
Aggregate Certificate Notional Amount of this Certificate as of the Cut-off Date:
$[____________]
   
First Distribution Date:
February 25, 2007
Initial Certificate Notional Amount of this Certificate as of the Cut-off Date:
$[____________]
   
Master Servicer:
EMC Mortgage Corporation
CUSIP: [_______________]
   
Assumed Final Distribution Date:
February 25, 2037
 
   

ASSET-BACKED CERTIFICATE
SERIES 2007-AC1
 
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. EMC will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC, as Master Servicer, seller and company, Wells Fargo Bank, National Association, as 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: January 30, 2007
 
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-6

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:
January 1, 2007
 
Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$100.00
   
 
First Distribution Date:
February 25, 2007
 
Initial Certificate Principal Balance of this Certificate as of the Cut-off Date:
$100.00
   
 
Master Servicer:
EMC Mortgage Corporation
 
CUSIP: [_________________]
   
 
Assumed Final Distribution Date:
February 25, 2037
 
   

ASSET-BACKED CERTIFICATE
SERIES 2007-AC1
 
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. EMC will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC, as Master Servicer, seller and company, Wells Fargo Bank, National Association, as 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 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: January 30, 2007
 
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-7

FORM OF CLASS R-[1][2][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][X]
 
 
 
Percentage Interest: 100%
 
Date of Pooling and Servicing Agreement and Cut-off Date:
January 1, 2007
 
   
 
First Distribution Date:
February 25, 2007
 
   
 
Master Servicer:
EMC Mortgage Corporation
 
 
 
CUSIP: [____________]
 
Assumed Final Distribution Date:
February 25, 2037
 
   

ASSET-BACKED CERTIFICATE
SERIES 2007-AC1
 
evidencing a percentage interest in the distributions allocable to the Class R-[1][2][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. EMC will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC, as Master Servicer, seller and company, Wells Fargo Bank, National Association, as 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 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: January 30, 2007
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Securities Administrator
                           
                           
             
By:
 
               
Authorized Signatory
 

CERTIFICATE OF AUTHENTICATION

This is one of the Class R-[1][2][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
 
,
 
.

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




EXHIBIT B

MORTGAGE LOAN SCHEDULE
 
LOAN_ID                                 LOAN_SEQ                  CITY1                                                 STATE                             ZIP_CODE                  PROPTYPE                                                 CURRENT_GROSS_COUPON                       SERV_FEE                    LPMI                       MSERV                               CURRENT_NET_COUPON                          MATURITY_DATE                              STATED_ORIGINAL_TERM
-------                                 --------                  -----                                                 -----                             --------                  --------                                                 --------------------                       --------                    ----                       -----                               ------------------                          -------------                              --------------------
16684756                                16684756                  Newark                                                NJ                                    7105                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20360801                                               360
16665775                                16665775                  YUMA                                                  AZ                                   85364                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16656694                                16656694                  Laconia                                               NH                                    3246                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20360901                                               360
16661987                                16661987                  HICKSVILLE                                            NY                                   11801                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665689                                16665689                  BALTIMORE                                             MD                                   21224                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16616045                                16616045                  San Jose                                              CA                                   95126                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16640564                                16640564                  Crested Butte                                         CO                                   81224                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16609830                                16609830                  Raleigh                                               NC                                   27610                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16652239                                16652239                  ELKO                                                  NV                                   89801                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16656719                                16656719                  Cologne                                               MN                                   55322                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16596952                                16596952                  Midland                                               TX                                   79705                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16656209                                16656209                  BRYAN                                                 TX                                   77801                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16632436                                16632436                  Naples                                                FL                                   34114                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16791043                                16791043                  REDONDO BEACH                                         CA                                   90277                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16791055                                16791055                  SPRING HILL                                           FL                                   34608                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16651585                                16651585                  Miami                                                 FL                                   33193                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461001                                               360
16650246                                16650246                  Kildeer                                               IL                                   60047                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16648965                                16648965                  NORCROSS                                              GA                                   30092                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16339458                                16339458                  WASHINGTON                                            DC                                   20003                  CO-OP                                                                       7                           0.25                       0                       0.012                                            6.738                               20360801                                               360
16706583                                16706583                  Destin                                                FL                                   32541                  Hi-Rise Condo                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16662560                                16662560                  OMAHA                                                 NE                                   68117                  Single Family                                                             8.5                           0.25                    0.67                       0.012                                            7.568                               20361101                                               360
16662581                                16662581                  GARLAND                                               TX                                   75040                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16662602                                16662602                  Pensacola                                             FL                                   32501                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16662422                                16662422                  Wichita                                               KS                                   67213                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16662446                                16662446                  PAHRUMP                                               NV                                   89048                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16662467                                16662467                  LAS VEGAS                                             NV                                   89141                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16662371                                16662371                  TUSCALOOSA                                            AL                                   35405                  PUD                                                                      7.75                           0.25                    0.36                       0.012                                            7.128                               20361101                                               360
16662372                                16662372                  HENDERSONVILLE                                        TN                                   37075                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16662374                                16662374                  UNIVERSITY PARK                                       IL                                   60466                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16662380                                16662380                  UNIVERSITY PARK                                       IL                                   60466                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16662392                                16662392                  UNIVERSITY PARK                                       IL                                   60466                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16662279                                16662279                  JACKSONVILLE                                          FL                                   32210                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16662284                                16662284                  WASHINGTON                                            DC                                   20009                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16662275                                16662275                  Sebring                                               FL                                   33872                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16775002                                16775002                  Glendale                                              AZ                                   85310                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16777131                                16777131                  Broomfield                                            CO                                   80020                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16779025                                16779025                  Bluffton                                              SC                                   29909                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16784747                                16784747                  GRANGER                                               UT                                   84119                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16772058                                16772058                  Lansdale                                              PA                                   19446                  Condominium                                                             6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16723643                                16723643                  Voorhees                                              NJ                                    8043                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16723654                                16723654                  Maple Grove                                           MN                                   55311                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16723668                                16723668                  Henderson                                             NV                                   89044                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16728701                                16728701                  PINEHURST                                             TX                                   77362                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16729468                                16729468                  Arlington                                             TX                                   76017                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16729903                                16729903                  Ocala                                                 FL                                   34474                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16722219                                16722219                  Orlando                                               FL                                   32808                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16765163                                16765163                  Trenton                                               NJ                                    8610                  Single Family                                                            6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16768494                                16768494                  Manteno                                               IL                                   60950                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16771161                                16771161                  Henderson                                             NV                                   89002                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16771175                                16771175                  Ocala                                                 FL                                   34474                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16684499                                16684499                  WILLIAMSTON                                           SC                                   29697                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16616169                                16616169                  Pleasantville                                         NJ                                    8232                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16790861                                16790861                  Riverside                                             CA                                   92508                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20461101                                               360
16670886                                16670886                  Dixon                                                 CA                                   95620                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16670890                                16670890                  Orlando                                               FL                                   32828                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20461101                                               360
16670894                                16670894                  Henderson                                             NV                                   89044                  PUD                                                                     6.999                           0.25                       0                       0.012                                            6.737                               20361101                                               360
16672818                                16672818                  Champions Gate                                        FL                                   33896                  Condominium                                                              7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16673116                                16673116                  CLAYTON                                               NC                                   27520                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16674185                                16674185                  North Las Vegas                                       NV                                   89084                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16674188                                16674188                  Henderson                                             NV                                   89044                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16676575                                16676575                  Wilmington                                            NC                                   28411                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16676783                                16676783                  North Las Vegas                                       NV                                   89084                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16681522                                16681522                  ATASCOCITA                                            TX                                   77346                  PUD                                                                         8                           0.25                    0.75                       0.012                                            6.988                               20361101                                               360
16681532                                16681532                  ATASCOCITA                                            TX                                   77346                  Townhouse                                                                7.75                           0.25                    0.51                       0.012                                            6.978                               20361101                                               360
16684102                                16684102                  KATY                                                  TX                                   77449                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16685745                                16685745                  OKLAHOMA CITY                                         OK                                   73115                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16693556                                16693556                  Lake Elsinore                                         CA                                   92532                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16693652                                16693652                  Anthem                                                AZ                                   85086                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16693679                                16693679                  Anthem                                                AZ                                   85086                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16693680                                16693680                  Maple Grove                                           MN                                   55311                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16693687                                16693687                  Jacksonville                                          FL                                   32256                  Condominium                                                             6.999                           0.25                       0                       0.012                                            6.737                               20361201                                               360
16693711                                16693711                  Plymouth                                              MA                                    2360                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20361101                                               360
16693790                                16693790                  Sun City West                                         AZ                                   85375                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16696195                                16696195                  PROVO                                                 UT                                   84606                  Condominium                                                              8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16696238                                16696238                  PROVO                                                 UT                                   84606                  Condominium                                                              8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16696480                                16696480                  CAMP POINT                                            IL                                   62320                  Single Family                                                           8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16697411                                16697411                  Anthem                                                AZ                                   85086                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16706766                                16706766                  CHESAPEAKE                                            VA                                   23323                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16706835                                16706835                  Oswego                                                IL                                   60543                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16706910                                16706910                  Rancho Cucamonga                                      CA                                   91739                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16706921                                16706921                  LAS VEGAS                                             NV                                   89147                  PUD                                                                         7                           0.25                    0.57                       0.012                                            6.168                               20361101                                               360
16707080                                16707080                  BARTLESVILLE                                          OK                                   74006                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16707129                                16707129                  Suwanee                                               GA                                   30024                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16707884                                16707884                  DORCHESTER                                            IL                                   62033                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16708089                                16708089                  ALACHUA                                               FL                                   32615                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16710767                                16710767                  CYPRESS                                               TX                                   77433                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16711091                                16711091                  CYPRESS                                               TX                                   77429                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16713909                                16713909                  Alpharetta                                            GA                                   30022                  Single Family                                                           6.999                           0.25                       0                       0.012                                            6.737                               20361201                                               360
16714075                                16714075                  Phoenix                                               AZ                                   85339                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16714091                                16714091                  Henderson                                             NV                                   89044                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16714812                                16714812                  PUEBLO WEST                                           CO                                   81007                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16715114                                16715114                  Sun City West                                         AZ                                   85375                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16715226                                16715226                  Anthem                                                AZ                                   85086                  Single Family                                                           6.999                           0.25                       0                       0.012                                            6.737                               20361201                                               360
16715231                                16715231                  Charlotte                                             NC                                   28262                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16717253                                16717253                  Ore City                                              TX                                   75683                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16717405                                16717405                  Queen Creek                                           AZ                                   85243                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16717408                                16717408                  Ocala                                                 FL                                   34474                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16718999                                16718999                  Queen Creek                                           AZ                                   85242                  Single Family                                                           5.875                           0.25                       0                       0.012                                            5.613                               20361201                                               360
16665581                                16665581                  Richardson                                            TX                                   75080                  Condominium                                                              8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16665586                                16665586                  Richardson                                            TX                                   75080                  Condominium                                                              8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16611820                                16611820                  PLEASANT HILL                                         IA                                   50327                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16661960                                16661960                  Flint                                                 TX                                   75762                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16112156                                16112156                  SACRAMENTO                                            CA                                   95838                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20360201                                               360
16643870                                16643870                  Baltimore                                             MD                                   21213                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16661995                                16661995                  GAINESVILLE                                           GA                                   30506                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20360901                                               360
16165649                                16165649                  Washington                                            DC                                   20003                  CO-OP                                                                    6.75                           0.25                       0                       0.012                                            6.488                               20360801                                               360
16628929                                16628929                  SAINT LOUIS                                           MO                                   63121                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16397233                                16397233                  Riverdale                                             GA                                   30274                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20450201                                               360
16650485                                16650485                  Miami                                                 FL                                   33131                  Hi-Rise Condo                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361001                                               360
16650288                                16650288                  BOISE                                                 ID                                   83706                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16649206                                16649206                  Mapleton                                              OR                                   97453                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16650043                                16650043                  Plainfield                                            IL                                   60586                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16650079                                16650079                  Charlotte                                             NC                                   28205                  Single Family                                                           8.125                           0.25                    0.57                       0.012                                            7.293                               20361101                                               360
16648969                                16648969                  DAWSONVILLE                                           GA                                   30534                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16648980                                16648980                  Douglasville                                          GA                                   30134                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16648848                                16648848                  SEMINOLE                                              FL                                   33776                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16648727                                16648727                  LINCOLN PARK                                          MI                                   48146                  2-4 Family                                                               8.99                           0.25                    0.55                       0.012                                            8.178                               20361001                                               360
16648615                                16648615                  Peoria                                                AZ                                   85381                  Condominium                                                             7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16648586                                16648586                  San Diego                                             CA                                   92154                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16648519                                16648519                  MONTICELLO                                            GA                                   31064                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16648528                                16648528                  College Station                                       TX                                   77840                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16648453                                16648453                  Miami                                                 FL                                   33131                  Hi-Rise Condo                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361001                                               360
16648479                                16648479                  AMARILLO                                              TX                                   79124                  Single Family                                                               8                           0.25                    1.03                       0.012                                            6.708                               20361001                                               360
16648480                                16648480                  Mcallen                                               TX                                   78501                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16648419                                16648419                  DENVER                                                CO                                   80241                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16648335                                16648335                  CLEVELAND                                             OH                                   44103                  2-4 Family                                                              7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16648364                                16648364                  LONGS                                                 SC                                   29568                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16648396                                16648396                  VIRGINIA BCH                                          VA                                   23456                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16395764                                16395764                  YUMA                                                  AZ                                   85364                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20360801                                               360
16798172                                16798172                  STOCKBRIDGE                                           GA                                   30281                  PUD                                                                     6.875                           0.25                    0.77                       0.012                                            5.843                               20361201                                               360
16790984                                16790984                  Visalia                                               CA                                   93277                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16790985                                16790985                  Pomona                                                CA                                   91766                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16661969                                16661969                  PANAMA CITY                                           FL                                   32409                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16659219                                16659219                  LAGUNA HILLS                                          CA                                   92653                  Condominium                                                               7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16659066                                16659066                  Dundee                                                MI                                   48131                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361001                                               360
16659112                                16659112                  Palm Bay                                              FL                                   32907                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16659026                                16659026                  STOCKBRIDGE                                           GA                                   30281                  PUD                                                                       7.5                           0.25                    0.72                       0.012                                            6.518                               20361001                                               360
16659033                                16659033                  WILMER                                                TX                                   75172                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16658934                                16658934                  Memphis                                               TN                                   38127                  Single Family                                                               9                           0.25                    0.96                       0.012                                            7.778                               20361001                                               360
16658953                                16658953                  North Plainfield                                      NJ                                    7060                  2-4 Family                                                               7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16658988                                16658988                  Plainfield                                            NJ                                    7060                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16658846                                16658846                  LOUISVILLE                                            KY                                   40214                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16662637                                16662637                  Elgin                                                 IL                                   60124                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16670635                                16670635                  Newnan                                                GA                                   30263                  Townhouse                                                                7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16670621                                16670621                  Newnan                                                GA                                   30263                  Townhouse                                                                7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16665753                                16665753                  JACKSONVILLE                                          FL                                   32210                  Condominium                                                               8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16704510                                16704510                  Panama City Beach                                     FL                                   32413                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16651232                                16651232                  MIRAMAR                                               FL                                   33025                  Condominium                                                               7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16632930                                16632930                  Washington                                            DC                                   20019                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16704433                                16704433                  CARMEL                                                NJ                                    8332                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16706900                                16706900                  MANDEVILLE                                            LA                                   70471                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16695594                                16695594                  LAS VEGAS                                             NV                                   89178                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16654025                                16654025                  Greenacres                                            FL                                   33143                  Townhouse                                                                   7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16654357                                16654357                  ONTARIO                                               CA                                   91764                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16654477                                16654477                  Peoria                                                AZ                                   85383                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16654490                                16654490                  Ocala                                                 FL                                   34474                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16656637                                16656637                  Salt Lake City                                        UT                                   84118                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16656990                                16656990                  SUGARHILL                                             GA                                   30518                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16658522                                16658522                  Sanford                                               FL                                   32771                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16658907                                16658907                  BAKER                                                 LA                                   70714                  Single Family                                                           8.875                           0.25                    0.63                       0.012                                            7.983                               20361101                                               360
16643854                                16643854                  Orlando                                               FL                                   32827                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16659192                                16659192                  Heath                                                 TX                                   75032                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16659193                                16659193                  Raleigh                                               NC                                   27612                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16649125                                16649125                  Las Vegas                                             NV                                   89122                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16650412                                16650412                  PALM BEACH GARDENS                                    FL                                   33418                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16664147                                16664147                  LAS VEGAS                                             NV                                   89141                  PUD                                                                         7                           0.25                    0.59                       0.012                                            6.148                               20361001                                               360
16665790                                16665790                  RICHMOND                                              VA                                   23222                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16665984                                16665984                  Anthem                                                AZ                                   85086                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16667117                                16667117                  Glendale                                              AZ                                   85310                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16667411                                16667411                  Orefield                                              PA                                   18069                  Condominium                                                               6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16394053                                16394053                  Oro Valley                                            AZ                                   85755                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20360901                                               360
16634406                                16634406                  Sun City West                                         AZ                                   85375                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16640965                                16640965                  HUTTO                                                 TX                                   78634                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16611855                                16611855                  San Marcos                                            CA                                   92078                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16600850                                16600850                  Albuquerque                                           NM                                   87114                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20461001                                               360
16601342                                16601342                  Chester Springs                                       PA                                   19425                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16393867                                16393867                  HOT SULPHUR SPRINGS                                   CO                                   80451                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20360801                                               360
16790829                                16790829                  San Antonio                                           TX                                   78218                  PUD                                                                      7.25                           0.25                    0.25                       0.012                                            6.738                               20361201                                               360
16790833                                16790833                  Plano                                                 TX                                   75075                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16790842                                16790842                  Killeen                                               TX                                   76541                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16790862                                16790862                  Upland                                                CA                                   91786                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20461201                                               360
16790737                                16790737                  Santa Maria                                           CA                                   93454                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16790799                                16790799                  ANTELOPE                                              CA                                   95843                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16789035                                16789035                  Oak Ridge                                             TN                                   37830                  Single Family                                                           7.625                           0.25                    0.52                       0.012                                            6.843                               20361201                                               360
16790433                                16790433                  BEAUMONT                                              CA                                   92223                  Single Family                                                             5.5                           0.25                       0                       0.012                                            5.238                               20361201                                               360
16790438                                16790438                  Colorado Springs                                      CO                                   80917                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16790484                                16790484                  Warsaw                                                OH                                   43844                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16790698                                16790698                  Denver                                                CO                                   80231                  Townhouse                                                                6.75                           0.25                       0                       0.012                                            6.488                               20470101                                               360
16788695                                16788695                  LYNCHBURG                                             VA                                   24501                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16788714                                16788714                  BAKERSFIELD                                           CA                                   93312                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461201                                               360
16788751                                16788751                  RICHMOND                                              VA                                   23236                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16788775                                16788775                  VIRGINIA BCH                                          VA                                   23452                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16788801                                16788801                  CLAYTON                                               NC                                   27527                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16788806                                16788806                  AVON                                                  IN                                   46123                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16788818                                16788818                  HOMESTEAD                                             FL                                   33030                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20470101                                               360
16788828                                16788828                  PEORIA                                                AZ                                   85345                  Single Family                                                            6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16788892                                16788892                  Tuttle                                                OK                                   73089                  Single Family                                                              10                           0.25                     0.8                       0.012                                            8.938                               20361201                                               360
16788659                                16788659                  WILLIS                                                TX                                   77318                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16788676                                16788676                  MARIETTA                                              GA                                   30066                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16633099                                16633099                  Atlanta                                               GA                                   30331                  PUD                                                                     6.999                           0.25                       0                       0.012                                            6.737                               20361001                                               360
16634314                                16634314                  Brea                                                  CA                                   92821                  Single Family                                                            7.25                           0.25                    0.57                       0.012                                            6.418                               20360901                                               360
16634452                                16634452                  HOLLIS                                                NY                                   11423                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16419530                                16419530                  SEABROOK                                              NH                                    3874                  2-4 Family                                                               9.25                           0.25                       0                       0.012                                            8.988                               20360901                                               360
16571659                                16571659                  Oro Valley                                            AZ                                   85755                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20461101                                               360
16591556                                16591556                  Boyds                                                 MD                                   20841                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20360901                                               360
16420717                                16420717                  Jacksonville                                          FL                                   32216                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16645829                                16645829                  Plymouth                                              NH                                    3264                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16661807                                16661807                  Austin                                                TX                                   78721                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16663563                                16663563                  Miami                                                 FL                                   33155                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16665300                                16665300                  GRAY                                                  ME                                    4039                  Single Family                                                           8.125                           0.25                    0.99                       0.012                                            6.873                               20361101                                               360
16669984                                16669984                  Temple                                                GA                                   30179                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16669987                                16669987                  Ellenwood                                             GA                                   30294                  Single Family                                                             7.5                           0.25                    0.71                       0.012                                            6.528                               20361201                                               360
16692431                                16692431                  PERU                                                  IN                                   46970                  Single Family                                                               8                           0.25                    0.63                       0.012                                            7.108                               20361201                                               360
16692707                                16692707                  Sherwood                                              OR                                   97140                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16693797                                16693797                  Orlando                                               FL                                   32819                  Condominium                                                               7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16696383                                16696383                  Youngstown                                            OH                                   44512                  2-4 Family                                                               8.25                           0.25                       0                       0.012                                            7.988                               20361001                                               360
16696632                                16696632                  LAKE FOREST                                           CA                                   92630                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20461201                                               360
16688275                                16688275                  Philadelphia                                          PA                                   19131                  2-4 Family                                                               7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16688369                                16688369                  UPPER MARLBORO                                        MD                                   20774                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16692102                                16692102                  COLUMBUS                                              OH                                   43206                  2-4 Family                                                                  8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16676634                                16676634                  WILLIS                                                TX                                   77378                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16676754                                16676754                  WILLIS                                                TX                                   77378                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16676847                                16676847                  Cordova                                               TN                                   38018                  Single Family                                                             8.5                           0.25                    1.01                       0.012                                            7.228                               20361201                                               360
16680222                                16680222                  SHEBOYGAN                                             WI                                   53081                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16680306                                16680306                  YOUNGSTOWN                                            OH                                   44507                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16680405                                16680405                  Miami                                                 FL                                   33173                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16681634                                16681634                  DECATUR                                               GA                                   30034                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361001                                               360
16684690                                16684690                  Leesburg                                              FL                                   34748                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16685771                                16685771                  Plano                                                 TX                                   75093                  PUD                                                                      8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16674414                                16674414                  GOODYEAR                                              AZ                                   85338                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16674837                                16674837                  MC ALLEN                                              TX                                   78503                  2-4 Family                                                                8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16667377                                16667377                  KINGSPORT                                             TN                                   37665                  Single Family                                                            8.75                           0.25                    1.84                       0.012                                            6.648                               20361101                                               360
16667380                                16667380                  PIKESVILLE                                            MD                                   21208                  Condominium                                                             8.375                           0.25                    1.34                       0.012                                            6.773                               20361001                                               360
16667423                                16667423                  Woodbridge                                            VA                                   22191                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16670361                                16670361                  BALTIMORE                                             MD                                   21230                  Townhouse                                                               7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16670474                                16670474                  WACO                                                  TX                                   76710                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16670622                                16670622                  JACKSONVILLE                                          FL                                   32246                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361001                                               360
16672487                                16672487                  KANNAPOLIS                                            NC                                   28083                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16672806                                16672806                  STAFFORD                                              VA                                   22554                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20360901                                               360
16672867                                16672867                  COLBERT                                               GA                                   30628                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16672895                                16672895                  EVANSTON                                              IL                                   60201                  2-4 Family                                                                9.5                           0.25                       0                       0.012                                            9.238                               20361101                                               360
16672951                                16672951                  PERU                                                  IN                                   46970                  PUD                                                                     8.625                           0.25                    0.87                       0.012                                            7.493                               20361201                                               360
16665560                                16665560                  Dumfries                                              VA                                   22025                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16665576                                16665576                  REDMOND                                               OR                                   97756                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16665589                                16665589                  COTTAGE GROVE                                         OR                                   97424                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16664012                                16664012                  Raleigh                                               NC                                   27612                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16664199                                16664199                  GROVEPORT                                             OH                                   43125                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16664382                                16664382                  Boca Raton                                            FL                                   33434                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16653984                                16653984                  Orlando                                               FL                                   32819                  Condominium                                                             7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16654547                                16654547                  Los Angeles                                           CA                                   90047                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16656002                                16656002                  EL PASO                                               TX                                   79936                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16656704                                16656704                  SCOTTSDALE                                            AZ                                   85254                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16656784                                16656784                  GILBERT                                               AZ                                   85297                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16656869                                16656869                  Puyallup                                              WA                                   98375                  PUD                                                                     8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16656905                                16656905                  Anthem                                                AZ                                   85086                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16656917                                16656917                  La Fayette                                            GA                                   30728                  2-4 Family                                                              7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16662079                                16662079                  CHAMPAIGN                                             IL                                   61820                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16662391                                16662391                  CHICAGO                                               IL                                   60656                  Condominium                                                             7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16663736                                16663736                  DACULA                                                GA                                   30019                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16663798                                16663798                  Union City                                            GA                                   30291                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16651637                                16651637                  Nashville                                             TN                                   37206                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20360901                                               360
16653752                                16653752                  BALTIMORE                                             MD                                   21201                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360901                                               360
16653759                                16653759                  LANSING                                               MI                                   48912                  2-4 Family                                                              8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16649950                                16649950                  TALLAHASSEE                                           FL                                   32312                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16650280                                16650280                  Marietta                                              GA                                   30060                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16651066                                16651066                  Anthem                                                AZ                                   85086                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16633060                                16633060                  MESA                                                  AZ                                   85205                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16638275                                16638275                  BALTIMORE                                             MD                                   21215                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16638673                                16638673                  DETROIT                                               MI                                   48209                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16641066                                16641066                  MONTGOMERY                                            TX                                   77356                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16643754                                16643754                  RICHMOND                                              VA                                   23223                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361001                                               360
16646366                                16646366                  TAMPA                                                 FL                                   33634                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16616316                                16616316                  SPRINGDALE                                            AR                                   72764                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16632380                                16632380                  Newark                                                NJ                                    7105                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16596747                                16596747                  Nixa                                                  MO                                   65714                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16597707                                16597707                  Red Bluff                                             CA                                   96080                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20360901                                               360
16602631                                16602631                  WORCESTER                                             MA                                    1606                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16603814                                16603814                  Washington                                            DC                                   20024                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16570818                                16570818                  Columbia                                              SC                                   29203                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20360901                                               360
16571675                                16571675                  CHICAGO                                               IL                                   60617                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20360801                                               360
16570514                                16570514                  Crestview                                             FL                                   32536                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20360901                                               360
16540095                                16540095                  Weehawken                                             NJ                                    7086                  CO-OP                                                                     7.5                           0.25                       0                       0.012                                            7.238                               20360701                                               360
16544141                                16544141                  LONG NECK                                             DE                                   19966                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16646488                                16646488                  CAPE CORAL                                            FL                                   33991                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20450301                                               360
16646388                                16646388                  Spring                                                TX                                   77373                  PUD                                                                     8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16646413                                16646413                  College Station                                       TX                                   77840                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16646231                                16646231                  JACKSONVILLE                                          FL                                   32244                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16646278                                16646278                  LAFAYETTE                                             IN                                   47909                  PUD                                                                     8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16646133                                16646133                  Shafter                                               CA                                   93263                  2-4 Family                                                              6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16643574                                16643574                  Hayes                                                 VA                                   23072                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16643602                                16643602                  CAPE CORAL                                            FL                                   33909                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16643645                                16643645                  HOUSTON                                               TX                                   77061                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16643752                                16643752                  Union City                                            GA                                   30291                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16643755                                16643755                  Woodbridge                                            VA                                   22191                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16643801                                16643801                  SPARTANBURG                                           SC                                   29376                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16643813                                16643813                  ANTIOCH                                               IL                                   60002                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16643977                                16643977                  ROANOKE                                               TX                                   76262                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16643985                                16643985                  Springdale                                            AR                                   72764                  2-4 Family                                                               7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16644000                                16644000                  RIO RICO                                              AZ                                   85648                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361001                                               360
16644042                                16644042                  Ponte Vedra Beach                                     FL                                   32082                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16644067                                16644067                  San Dimas                                             CA                                   91773                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461101                                               360
16644100                                16644100                  CHEYENNE                                              WY                                   82007                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16641022                                16641022                  Eads                                                  TN                                   38028                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360901                                               360
16641184                                16641184                  HORIZON CITY                                          TX                                   79928                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16641214                                16641214                  BROOKLYN PARK                                         MN                                   55444                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361201                                               360
16641397                                16641397                  Coral Springs                                         FL                                   33065                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16643535                                16643535                  MANASSAS                                              VA                                   20109                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16640724                                16640724                  DEARBORN                                              MI                                   48124                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16640871                                16640871                  BALTIMORE                                             MD                                   21216                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20461101                                               360
16640643                                16640643                  Brooklyn                                              NY                                   11234                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16638865                                16638865                  Oxon Hill                                             MD                                   20745                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16638896                                16638896                  Yorkville                                             IL                                   60560                  Condominium                                                             7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16638608                                16638608                  DENVER                                                CO                                   80222                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16638611                                16638611                  Kansas City                                           MO                                   64130                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20360801                                               360
16638627                                16638627                  North Richland Hills                                  TX                                   76180                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16638798                                16638798                  CHICAGO                                               IL                                   60647                  2-4 Family                                                                7.5                           0.25                       0                       0.012                                            7.238                               20461101                                               360
16638257                                16638257                  GUILFORD                                              CT                                    6437                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16638309                                16638309                  STERLING                                              VA                                   20164                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16638432                                16638432                  LAFAYETTE                                             IN                                   47905                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16634700                                16634700                  Oshkosh                                               WI                                   54902                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16634765                                16634765                  BELLA VISTA                                           AR                                   72714                  PUD                                                                     9.375                           0.25                    0.98                       0.012                                            8.133                               20361001                                               360
16634237                                16634237                  CONYERS                                               GA                                   30012                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16634272                                16634272                  LEXINGTON                                             KY                                   40516                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16633097                                16633097                  Indianapolis                                          IN                                   46231                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20360901                                               360
16632485                                16632485                  Brazoria                                              TX                                   77422                  Single Family                                                            8.25                           0.25                    0.62                       0.012                                            7.368                               20361001                                               360
16632592                                16632592                  WASHINGTON                                            DC                                   20032                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361001                                               360
16632635                                16632635                  COLUMBIA                                              TN                                   38401                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361001                                               360
16632261                                16632261                  Mariposa                                              CA                                   95338                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361001                                               360
16632333                                16632333                  SCOTTSDALE                                            AZ                                   85257                  Condominium                                                                 7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16629185                                16629185                  Pleasantville                                         NJ                                    8232                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361001                                               360
16629243                                16629243                  CHARLOTTE                                             NC                                   28205                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16629293                                16629293                  FORT WORTH                                            TX                                   76120                  Single Family                                                            7.25                           0.25                    0.47                       0.012                                            6.518                               20361001                                               360
16788432                                16788432                  KENNEDALE                                             TX                                   76060                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16788449                                16788449                  ROANOKE                                               TX                                   76262                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16788495                                16788495                  AM QUI                                                TN                                   37115                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16788563                                16788563                  Galloway Township                                     NJ                                    8205                  Single Family                                                           8.875                           0.25                    1.32                       0.012                                            7.293                               20361201                                               360
16784791                                16784791                  HIGHLAND                                              UT                                   84003                  Single Family                                                            7.25                           0.25                    0.73                       0.012                                            6.258                               20361201                                               360
16784801                                16784801                  Tucson                                                AZ                                   85719                  Condominium                                                                 7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16784875                                16784875                  Reno                                                  NV                                   89506                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20461201                                               360
16784919                                16784919                  LANTANA                                               TX                                   76226                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16784920                                16784920                  ARLINGTON                                             TX                                   76001                  2-4 Family                                                                7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16785017                                16785017                  PICO RIVERA                                           CA                                   90660                  Condominium                                                               6.5                           0.25                       0                       0.012                                            6.238                               20470101                                               360
16786219                                16786219                  Birmingham                                            AL                                   35210                  Single Family                                                             9.5                           0.25                    1.32                       0.012                                            7.918                               20361201                                               360
16786277                                16786277                  Easton                                                PA                                   18045                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16784684                                16784684                  MOORESVILLE                                           NC                                   28117                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16784689                                16784689                  Miami                                                 FL                                   33130                  Hi-Rise Condo                                                           8.625                           0.25                       0                       0.012                                            8.363                               20361201                                               360
16781146                                16781146                  Millsboro                                             DE                                   19966                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16781268                                16781268                  LONG BEACH                                            CA                                   90805                  2-4 Family                                                               6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16784603                                16784603                  STOCKBRIDGE                                           GA                                   30281                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16784639                                16784639                  DIXON                                                 CA                                   95620                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16780801                                16780801                  Mooresville                                           NC                                   28117                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16780814                                16780814                  DRAPER                                                UT                                   84020                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16780836                                16780836                  Saint Petersburg                                      FL                                   33701                  2-4 Family                                                             10.125                           0.25                    0.75                       0.012                                            9.113                               20361101                                               360
16780915                                16780915                  California City                                       CA                                   93505                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16780960                                16780960                  South Padre Island                                    TX                                   78597                  Condominium                                                                 8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16781040                                16781040                  LAS VEGAS                                             NV                                   89145                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16778707                                16778707                  CLEVELAND                                             OH                                   44128                  Single Family                                                            9.75                           0.25                    1.05                       0.012                                            8.438                               20361201                                               360
16778767                                16778767                  Fresno                                                CA                                   93727                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461201                                               360
16778889                                16778889                  Atlanta                                               GA                                   30331                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16776931                                16776931                  Riverside                                             CA                                   92505                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16777004                                16777004                  LAS VEGAS                                             NV                                   89149                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16777024                                16777024                  MORRISTON                                             FL                                   32668                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16777037                                16777037                  BURTONSVILLE                                          MD                                   20866                  Townhouse                                                                 6.5                           0.25                       0                       0.012                                            6.238                               20461201                                               360
16777059                                16777059                  RANCHO CUCAMONGA                                      CA                                   91730                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16777106                                16777106                  CHANDLER                                              AZ                                   85225                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16778233                                16778233                  Johnstown                                             OH                                   43031                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16778273                                16778273                  MIAMI                                                 FL                                   33143                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16778379                                16778379                  Eagle Mountain                                        UT                                   84005                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16778405                                16778405                  SAN LUIS OBISPO                                       CA                                   93401                  2-4 Family                                                               6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16778408                                16778408                  CHARLOTTE                                             NC                                   28216                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16778416                                16778416                  Richmond                                              TX                                   77469                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16778438                                16778438                  CHARLOTTE                                             NC                                   28269                  PUD                                                                      7.25                           0.25                    0.63                       0.012                                            6.358                               20361201                                               360
16778457                                16778457                  Woodbine                                              NJ                                    8270                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20360901                                               360
16778465                                16778465                  CAPE CORAL                                            FL                                   33914                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361201                                               360
16778467                                16778467                  Friday Harbor                                         WA                                   98250                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361001                                               360
16778473                                16778473                  Houston                                               TX                                   77053                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16778487                                16778487                  Des Moines                                            IA                                   50310                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361001                                               360
16778523                                16778523                  Fort Myers                                            FL                                   33919                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16778528                                16778528                  Corinth                                               MS                                   38834                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16778547                                16778547                  HOLIDAY                                               FL                                   34690                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16778570                                16778570                  GARLAND                                               TX                                   75040                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16776809                                16776809                  LEHIGH                                                FL                                   33971                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16776886                                16776886                  DALLAS                                                GA                                   30157                  PUD                                                                     6.875                           0.25                    0.41                       0.012                                            6.203                               20361101                                               360
16775628                                16775628                  EXETER                                                CA                                   93221                  Single Family                                                               8                           0.25                    1.19                       0.012                                            6.548                               20461201                                               360
16775633                                16775633                  Baltimore                                             MD                                   21223                  2-4 Family                                                               9.75                           0.25                    1.19                       0.012                                            8.298                               20361101                                               360
16776677                                16776677                  Sugar Land                                            TX                                   77479                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16776681                                16776681                  Houston                                               TX                                   77098                  Single Family                                                           9.625                           0.25                    0.71                       0.012                                            8.653                               20361201                                               360
16776687                                16776687                  SAN ANTONIO                                           TX                                   78261                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16628966                                16628966                  MIDLOTHIAN                                            VA                                   23112                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16628700                                16628700                  GLENSIDE                                              PA                                   19038                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16628716                                16628716                  East Petersburg                                       PA                                   17520                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16628802                                16628802                  East Orange                                           NJ                                    7018                  2-4 Family                                                              8.875                           0.25                       0                       0.012                                            8.613                               20361001                                               360
16616279                                16616279                  BALTIMORE                                             MD                                   21205                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16616314                                16616314                  COLUMBUS                                              MS                                   39702                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16615994                                16615994                  Venice                                                FL                                   34293                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16616018                                16616018                  BIXBY                                                 OK                                   74008                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16616065                                16616065                  SPRING                                                TX                                   77382                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16616182                                16616182                  Saint Louis                                           MO                                   63121                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16616243                                16616243                  Rockingham                                            NC                                   28379                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16612984                                16612984                  PETERSBURG                                            VA                                   23803                  2-4 Family                                                              8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16613179                                16613179                  Centereach                                            NY                                   11720                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16612953                                16612953                  GRANTSVILLE                                           UT                                   84029                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16775428                                16775428                  Riviera Beach                                         FL                                   33404                  Single Family                                                           8.375                           0.25                    0.51                       0.012                                            7.603                               20361201                                               360
16775379                                16775379                  AUGUSTA                                               GA                                   30907                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16612798                                16612798                  Glendale                                              AZ                                   85310                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16612854                                16612854                  DACULA                                                GA                                   30019                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16612906                                16612906                  OXFORD                                                GA                                   30054                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16650402                                16650402                  Tyler                                                 TX                                   75708                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16774946                                16774946                  RICHLAND                                              TX                                   76118                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361201                                               360
16774954                                16774954                  SAN ANTONIO                                           TX                                   78233                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16774969                                16774969                  ABERDEEN                                              MD                                   21001                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20470101                                               360
16775056                                16775056                  HUNTINGTON PARK                                       CA                                   90255                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16775057                                16775057                  MANSFIELD                                             TX                                   76063                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16775078                                16775078                  DIAMOND                                               CA                                   92704                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16784763                                16784763                  Tuolumne                                              CA                                   95379                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16780948                                16780948                  Des Moines                                            IA                                   50314                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16772602                                16772602                  Placerville                                           CA                                   95667                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16772616                                16772616                  SPRING                                                TX                                   77386                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16772661                                16772661                  COLMA                                                 CA                                   94014                  2-4 Family                                                              8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16772665                                16772665                  HESPERIA                                              CA                                   92395                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16772696                                16772696                  TORRANCE                                              CA                                   90501                  2-4 Family                                                              7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16772267                                16772267                  INGLEWOOD                                             CA                                   90301                  2-4 Family                                                               6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16772377                                16772377                  SANTA ROSA                                            CA                                   95404                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16772452                                16772452                  SUISUN CITY                                           CA                                   94585                  Single Family                                                           6.125                           0.25                       0                       0.012                                            5.863                               20361201                                               360
16772518                                16772518                  PHOENIX                                               AZ                                   85085                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16772529                                16772529                  NEW BRAUNFELS                                         TX                                   78130                  Single Family                                                            7.25                           0.25                    0.54                       0.012                                            6.448                               20361201                                               360
16771900                                16771900                  Brownsville                                           TX                                   78520                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16771957                                16771957                  PALM BAY                                              FL                                   32909                  Single Family                                                           6.125                           0.25                       0                       0.012                                            5.863                               20470101                                               360
16772015                                16772015                  ALAMO                                                 TX                                   78516                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16772068                                16772068                  Las Vegas                                             NV                                   89122                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16771711                                16771711                  HALTOM CITY                                           TX                                   76117                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16771730                                16771730                  MCKINLEYVILLE                                         CA                                   95519                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16771748                                16771748                  PHOENIX                                               AZ                                   85085                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16771752                                16771752                  WILLOW CREEK                                          CA                                   95573                  Single Family                                                             8.5                           0.25                    0.47                       0.012                                            7.768                               20361201                                               360
16771773                                16771773                  SCOTTSDALE                                            AZ                                   85250                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16771781                                16771781                  OWINGS                                                MD                                   20736                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16771803                                16771803                  Arp                                                   TX                                   75750                  2-4 Family                                                                8.5                           0.25                    0.58                       0.012                                            7.658                               20361201                                               360
16771827                                16771827                  HOUSTON                                               TX                                   77065                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16770842                                16770842                  TULARE                                                CA                                   93274                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16770853                                16770853                  ALBUQUERQUE                                           NM                                   87110                  PUD                                                                         8                           0.25                    0.61                       0.012                                            7.128                               20361001                                               360
16770856                                16770856                  ALBUQUERQUE                                           NM                                   87110                  Single Family                                                           8.625                           0.25                    0.65                       0.012                                            7.713                               20361201                                               360
16770861                                16770861                  GOODYEAR                                              AZ                                   85338                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16770868                                16770868                  MOODY                                                 AL                                   35004                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16770893                                16770893                  San Miguel                                            CA                                   93451                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16770917                                16770917                  Upper Marlboro                                        MD                                   20772                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16770937                                16770937                  Castle Rock                                           WA                                   98611                  Single Family                                                            7.75                           0.25                     1.1                       0.012                                            6.388                               20461201                                               360
16770945                                16770945                  Brookings                                             OR                                   97415                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16771000                                16771000                  PARKTON                                               NC                                   28371                  Single Family                                                            8.25                           0.25                    1.19                       0.012                                            6.798                               20361201                                               360
16771021                                16771021                  LAGRANGE                                              GA                                   30240                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16771057                                16771057                  PHOENIX                                               AZ                                   85032                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16771077                                16771077                  VIRGINIA BEACH                                        VA                                   23455                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16768125                                16768125                  FORNEY                                                TX                                   75126                  PUD                                                                     8.125                           0.25                       0                       0.012                                            7.863                               20361201                                               360
16768193                                16768193                  TOLLESON                                              AZ                                   85353                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16768213                                16768213                  Converse                                              TX                                   78109                  PUD                                                                     7.125                           0.25                    0.57                       0.012                                            6.293                               20361201                                               360
16768216                                16768216                  BOULDER                                               CO                                   80305                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16768224                                16768224                  WINGATE                                               NC                                   28174                  Single Family                                                           7.375                           0.25                    0.57                       0.012                                            6.543                               20361201                                               360
16768247                                16768247                  CO SPGS                                               CO                                   80915                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16768252                                16768252                  WILLIS                                                TX                                   77318                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16768288                                16768288                  HOUSTON                                               TX                                   77091                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16768351                                16768351                  Lubbock                                               TX                                   79407                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16768411                                16768411                  MARICOPA                                              AZ                                   85239                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16768430                                16768430                  Hot Springs Village                                   AR                                   71909                  PUD                                                                      8.25                           0.25                    0.77                       0.012                                            7.218                               20361201                                               360
16768442                                16768442                  LAKE FOREST                                           CA                                   92630                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20461201                                               360
16768476                                16768476                  SOQUEL                                                CA                                   95073                  2-4 Family                                                              6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16768482                                16768482                  BOSTON                                                MA                                    2124                  Condominium                                                             9.875                           0.25                    1.33                       0.012                                            8.283                               20361201                                               360
16770752                                16770752                  KNEELAND                                              CA                                   95549                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16770783                                16770783                  MAPLEWOOD                                             MN                                   55119                  Condominium                                                             7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16770797                                16770797                  Williamsburg                                          VA                                   23185                  Single Family                                                           8.375                           0.25                    1.19                       0.012                                            6.923                               20361201                                               360
16768061                                16768061                  Kingman                                               AZ                                   86401                  Single Family                                                           8.725                           0.25                    0.47                       0.012                                            7.993                               20361101                                               360
16767997                                16767997                  White Plains                                          NY                                   10606                  2-4 Family                                                               7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16768022                                16768022                  Dundee                                                FL                                   33838                  PUD                                                                     8.125                           0.25                       0                       0.012                                            7.863                               20361201                                               360
16765575                                16765575                  CRESTON                                               WY                                   82301                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16765581                                16765581                  Youngtown                                             AZ                                   85363                  PUD                                                                       7.5                           0.25                    0.48                       0.012                                            6.758                               20361201                                               360
16765582                                16765582                  PEORIA                                                AZ                                   85382                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16765632                                16765632                  Romeoville                                            IL                                   60446                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16765641                                16765641                  Annapolis                                             MD                                   21401                  Condominium                                                             8.875                           0.25                    1.71                       0.012                                            6.903                               20361201                                               360
16765642                                16765642                  Romeoville                                            IL                                   60446                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16767832                                16767832                  WOBURN                                                MA                                    1801                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16767848                                16767848                  BARTLETT                                              TN                                   38135                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16767876                                16767876                  INDIAN HEAD                                           MD                                   20640                  Condominium                                                             6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16767895                                16767895                  Arcadia                                               CA                                   91006                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16767903                                16767903                  Westland                                              MI                                   48186                  2-4 Family                                                              8.625                           0.25                       0                       0.012                                            8.363                               20361201                                               360
16767912                                16767912                  Midlothian                                            TX                                   76065                  Single Family                                                               8                           0.25                    0.71                       0.012                                            7.028                               20361201                                               360
16767913                                16767913                  California City                                       CA                                   93505                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16765356                                16765356                  Santa Barbara                                         CA                                   93103                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16765438                                16765438                  Anthem                                                AZ                                   85086                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16765525                                16765525                  CLEBURNE                                              TX                                   76033                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361201                                               360
16765252                                16765252                  Winter Garden                                         FL                                   34787                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20461201                                               360
16765309                                16765309                  FORT MYERS                                            FL                                   33913                  Condominium                                                               7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16765192                                16765192                  E Providence                                          RI                                    2915                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16765199                                16765199                  HIGHTSTOWN                                            NJ                                    8520                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16765124                                16765124                  Oyster Bay                                            NY                                   11771                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16765134                                16765134                  Allentown                                             PA                                   18109                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16765094                                16765094                  TEMPE                                                 AZ                                   85282                  Single Family                                                             7.5                           0.25                    0.65                       0.012                                            6.588                               20361201                                               360
16765111                                16765111                  TAMPA                                                 FL                                   33647                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16732072                                16732072                  MOUNTAINSIDE                                          NJ                                    7092                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16732105                                16732105                  EL MONTE                                              CA                                   91731                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16732011                                16732011                  San Antonio                                           TX                                   78240                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16721808                                16721808                  Leonard                                               MI                                   48367                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16719154                                16719154                  Dallas                                                TX                                   75236                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16721743                                16721743                  TAKOMA PARK                                           MD                                   20912                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20461101                                               360
16721766                                16721766                  MIAMI                                                 FL                                   33176                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16719057                                16719057                  Santa Rosa                                            CA                                   95404                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16718528                                16718528                  BOYNTON BEACH                                         FL                                   33436                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16718585                                16718585                  FLOWER MOUND                                          TX                                   75028                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20470101                                               360
16718979                                16718979                  SHERMAN                                               TX                                   75092                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361201                                               360
16718742                                16718742                  TITUSVILLE                                            FL                                   32796                  Single Family                                                           8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16718756                                16718756                  CHARLESTON                                            SC                                   29418                  Single Family                                                           8.125                           0.25                    0.65                       0.012                                            7.213                               20361201                                               360
16718803                                16718803                  TAYLORS                                               SC                                   29687                  Single Family                                                           8.625                           0.25                    1.18                       0.012                                            7.183                               20361201                                               360
16718932                                16718932                  Miami Lakes                                           FL                                   33016                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16718402                                16718402                  LAS VEGAS                                             NV                                   89104                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16718343                                16718343                  Peru                                                  IN                                   46970                  PUD                                                                     8.625                           0.25                    1.12                       0.012                                            7.243                               20361101                                               360
16718374                                16718374                  MATTHEWS                                              NC                                   28104                  Townhouse                                                               6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16718375                                16718375                  Lucerne                                               CA                                   95458                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16718268                                16718268                  DETROIT                                               MI                                   48125                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361201                                               360
16718298                                16718298                  GOODYEAR                                              AZ                                   85338                  PUD                                                                      7.75                           0.25                    0.65                       0.012                                            6.838                               20361201                                               360
16717669                                16717669                  RICE                                                  MN                                   56367                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20360801                                               360
16717672                                16717672                  ALTON                                                 IL                                   62002                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16717675                                16717675                  Detroit                                               MI                                   48227                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16717734                                16717734                  The Woodlands                                         TX                                   77380                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361201                                               360
16717741                                16717741                  SANTA ANA                                             CA                                   92705                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20461201                                               360
16717766                                16717766                  Hermosa Beach                                         CA                                   90254                  Condominium                                                              6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16717834                                16717834                  Peru                                                  IN                                   46970                  Townhouse                                                                   7                           0.25                    1.34                       0.012                                            5.398                               20361201                                               360
16718144                                16718144                  Dundalk                                               MD                                   21222                  2-4 Family                                                                  9                           0.25                    1.12                       0.012                                            7.618                               20361201                                               360
16717496                                16717496                  PUYALLUP                                              WA                                   98374                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16717560                                16717560                  FRESNO                                                CA                                   93725                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16717573                                16717573                  Nahunta                                               GA                                   31553                  Single Family                                                           8.875                           0.25                    0.88                       0.012                                            7.733                               20361101                                               360
16717617                                16717617                  Kelso                                                 WA                                   98626                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16717620                                16717620                  RICE                                                  MN                                   56367                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20360901                                               360
16717239                                16717239                  SAN ANTONIO                                           TX                                   78260                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16717252                                16717252                  Murrells Inlet                                        SC                                   29576                  Condominium                                                              6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16717261                                16717261                  Hampton                                               GA                                   30228                  PUD                                                                     9.175                           0.25                    0.96                       0.012                                            7.953                               20361101                                               360
16717375                                16717375                  Medford                                               NY                                   11763                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16717389                                16717389                  Houston                                               TX                                   77053                  PUD                                                                      8.75                           0.25                       0                       0.012                                            8.488                               20361201                                               360
16717407                                16717407                  Riverview                                             FL                                   33569                  Condominium                                                             6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16717416                                16717416                  SAN ANTONIO                                           TX                                   78228                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16717430                                16717430                  PARLIER                                               CA                                   93648                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20461101                                               360
16717439                                16717439                  APOPKA                                                FL                                   32712                  PUD                                                                      8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16717448                                16717448                  SAN ANTONIO                                           TX                                   78227                  2-4 Family                                                              8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16717483                                16717483                  SPARTANBURG                                           SC                                   29301                  Single Family                                                               8                           0.25                    0.63                       0.012                                            7.108                               20361201                                               360
16715161                                16715161                  Bremen                                                GA                                   30110                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16715196                                16715196                  West Des Moines                                       IA                                   50265                  Single Family                                                            7.25                           0.25                    0.65                       0.012                                            6.338                               20361201                                               360
16715211                                16715211                  Orlando                                               FL                                   32835                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16715251                                16715251                  Jersey City                                           NJ                                    7302                  Condominium                                                              7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16715310                                16715310                  Hopkins                                               SC                                   29061                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16717150                                16717150                  Hallandale Beach                                      FL                                   33009                  Hi-Rise Condo                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361201                                               360
16717162                                16717162                  MIDDLEBURG                                            VA                                   20117                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16714083                                16714083                  San Antonio                                           TX                                   78251                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16714180                                16714180                  greensboro                                            NC                                   27406                  Single Family                                                            8.25                           0.25                    0.62                       0.012                                            7.368                               20361101                                               360
16714186                                16714186                  Newport News                                          VA                                   23608                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16714699                                16714699                  Raleigh                                               NC                                   27603                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16715112                                16715112                  Burtonsville                                          MD                                   20866                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16714719                                16714719                  HUMBLE                                                TX                                   77396                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16714742                                16714742                  Newton                                                MA                                    2461                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16714743                                16714743                  Bel Air                                               MD                                   21014                  Townhouse                                                               7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16714746                                16714746                  Plano                                                 TX                                   75074                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16714811                                16714811                  MANASSAS                                              VA                                   20109                  PUD                                                                     8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16714817                                16714817                  CHICAGO                                               IL                                   60624                  2-4 Family                                                              8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16714828                                16714828                  LAS VEGAS                                             NV                                   89110                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361001                                               360
16714850                                16714850                  Rice                                                  MN                                   53367                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20360801                                               360
16714881                                16714881                  LAWRENCE                                              PA                                   15055                  Townhouse                                                               6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16714920                                16714920                  WATSONVILLE                                           CA                                   95076                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16714921                                16714921                  GLENDALE                                              AZ                                   85306                  Single Family                                                            7.75                           0.25                    0.44                       0.012                                            7.048                               20361101                                               360
16713935                                16713935                  ATLANTA                                               GA                                   30344                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16713973                                16713973                  Houston                                               TX                                   77040                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16713984                                16713984                  SPRINGVILLE                                           AL                                   35146                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361201                                               360
16713729                                16713729                  FALL RIVER                                            MA                                    2724                  Single Family                                                           8.375                           0.25                    1.13                       0.012                                            6.983                               20361201                                               360
16713775                                16713775                  ROUND HILL                                            VA                                   20141                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16713524                                16713524                  Leander                                               TX                                   78641                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361201                                               360
16713547                                16713547                  Schertz                                               TX                                   78154                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16713581                                16713581                  Houston                                               TX                                   77095                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20461201                                               360
16713709                                16713709                  ORLANDO                                               FL                                   32818                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16713716                                16713716                  Martinez                                              GA                                   30907                  PUD                                                                       7.5                           0.25                    1.16                       0.012                                            6.078                               20361101                                               360
16713726                                16713726                  RICHMOND                                              VA                                   23231                  Single Family                                                           8.625                           0.25                    1.11                       0.012                                            7.253                               20361201                                               360
16711093                                16711093                  Fort Worth                                            TX                                   76107                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16711104                                16711104                  Mansfield                                             TX                                   76063                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16711123                                16711123                  CHESAPEAKE                                            VA                                   23324                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16711186                                16711186                  Saint Cloud                                           FL                                   34773                  Condominium                                                              6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16711196                                16711196                  Redmond                                               WA                                   98053                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16711258                                16711258                  HAMPTON                                               GA                                   30228                  Single Family                                                           9.875                           0.25                    1.34                       0.012                                            8.273                               20361201                                               360
16710862                                16710862                  ATLANTA                                               GA                                   30318                  Single Family                                                               9                           0.25                       0                       0.012                                            8.738                               20361101                                               360
16710873                                16710873                  Saint Leonard                                         MD                                   20685                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16710918                                16710918                  Bakersfield                                           CA                                   93313                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16710948                                16710948                  WASHINGTON                                            DC                                   20018                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20461101                                               360
16710988                                16710988                  TULSA                                                 OK                                   74132                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16711039                                16711039                  North Wales                                           PA                                   19454                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16711044                                16711044                  ORLANDO                                               FL                                   32829                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16711066                                16711066                  Arlington                                             TX                                   76014                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16710150                                16710150                  Orlando                                               FL                                   32827                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16710788                                16710788                  CHARLOTTE                                             NC                                   28216                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16710205                                16710205                  Gainesville                                           TX                                   76240                  Single Family                                                            8.75                           0.25                    0.96                       0.012                                            7.528                               20361201                                               360
16709494                                16709494                  MANCHESTER                                            NH                                    3103                  2-4 Family                                                               7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16709500                                16709500                  EASTON                                                OH                                   44270                  Single Family                                                           7.375                           0.25                     0.6                       0.012                                            6.513                               20361101                                               360
16709598                                16709598                  FRESNO                                                CA                                   93705                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16709612                                16709612                  FRESNO                                                CA                                   93705                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16709614                                16709614                  AKRON                                                 OH                                   44321                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16709619                                16709619                  FRESNO                                                CA                                   93722                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16709631                                16709631                  FRESNO                                                CA                                   93705                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16709636                                16709636                  FRESNO                                                CA                                   93705                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16709640                                16709640                  FRESNO                                                CA                                   93727                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16709642                                16709642                  FRESNO                                                CA                                   93705                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16709648                                16709648                  FRESNO                                                CA                                   93720                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16709652                                16709652                  Euless                                                TX                                   76039                  Single Family                                                            7.75                           0.25                    0.71                       0.012                                            6.778                               20361201                                               360
16709723                                16709723                  Joliet                                                IL                                   60432                  PUD                                                                     8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16709742                                16709742                  AUGUSTA                                               GA                                   30909                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16709770                                16709770                  Owings Mills                                          MD                                   21117                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16708165                                16708165                  ROY                                                   UT                                   84067                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16709806                                16709806                  COMFORT                                               TX                                   78013                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361201                                               360
16709846                                16709846                  San Bernardino                                        CA                                   92404                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16709867                                16709867                  San Antonio                                           TX                                   78256                  Single Family                                                           6.125                           0.25                       0                       0.012                                            5.863                               20361201                                               360
16709877                                16709877                  Wesley Chapel                                         FL                                   33544                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16708256                                16708256                  Dallas                                                TX                                   75216                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361201                                               360
16709887                                16709887                  MABLETON                                              GA                                   30126                  PUD                                                                      8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16709895                                16709895                  EL MONTE                                              CA                                   91731                  2-4 Family                                                               6.25                           0.25                       0                       0.012                                            5.988                               20361101                                               360
16709900                                16709900                  DELAND                                                FL                                   32720                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16709904                                16709904                  Dallas                                                TX                                   75202                  Condominium                                                             8.625                           0.25                       0                       0.012                                            8.363                               20361201                                               360
16709949                                16709949                  MARKHAM                                               IL                                   60426                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16709981                                16709981                  TONTO BASIN                                           AZ                                   85553                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16709984                                16709984                  LOS ANGELES                                           CA                                   90062                  2-4 Family                                                                7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16709987                                16709987                  GOODYEAR                                              AZ                                   85338                  PUD                                                                      5.75                           0.25                       0                       0.012                                            5.488                               20361101                                               360
16710012                                16710012                  SOMERTON                                              AZ                                   85350                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16708348                                16708348                  FAYETTEVILLE                                          AR                                   72701                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16706860                                16706860                  Brooksville                                           FL                                   34604                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16706869                                16706869                  Dallas                                                TX                                   75219                  Condominium                                                               8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16706916                                16706916                  Mountain House                                        CA                                   95391                  Single Family                                                            6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16706938                                16706938                  CHICAGO                                               IL                                   60639                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16706967                                16706967                  SAN DIEGO                                             CA                                   92104                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16706968                                16706968                  LAS VEGAS                                             NV                                   89101                  Condominium                                                             8.375                           0.25                    0.62                       0.012                                            7.493                               20361101                                               360
16706998                                16706998                  HOFFMAN EST                                           IL                                   60194                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20470101                                               360
16707031                                16707031                  Kennebec                                              ME                                    4345                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361201                                               360
16707037                                16707037                  Lawrenceville                                         GA                                   30044                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16707054                                16707054                  Providence Forge                                      VA                                   23140                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16707120                                16707120                  Las Vegas                                             NV                                   89122                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16707150                                16707150                  HUNTINGTON BEACH                                      CA                                   92648                  Condominium                                                             6.375                           0.25                       0                       0.012                                            6.113                               20360901                                               360
16707760                                16707760                  YORKTOWN                                              TX                                   78164                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20360801                                               360
16707804                                16707804                  Deland                                                FL                                   32724                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16707843                                16707843                  CRANBERRY TWP                                         PA                                   16066                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16707886                                16707886                  WINNSBORO                                             SC                                   29180                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16707894                                16707894                  MESA                                                  AZ                                   85205                  PUD                                                                     7.125                           0.25                    0.73                       0.012                                            6.133                               20361101                                               360
16707930                                16707930                  Lexington Park                                        MD                                   20653                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16706721                                16706721                  Spokane                                               WA                                   99202                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16706758                                16706758                  Winter Park                                           FL                                   32789                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16706794                                16706794                  Springfield                                           VA                                   22153                  Townhouse                                                                7.75                           0.25                    0.51                       0.012                                            6.978                               20361101                                               360
16704435                                16704435                  Jacksonville                                          FL                                   32218                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16704456                                16704456                  SAN ANTONIO                                           TX                                   78247                  PUD                                                                     7.875                           0.25                    0.77                       0.012                                            6.843                               20361201                                               360
16704457                                16704457                  MOUNT RAINIER                                         MD                                   20712                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16704488                                16704488                  Riverdale                                             GA                                   30296                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16704492                                16704492                  Naples                                                FL                                   34119                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20360801                                               360
16704496                                16704496                  Chattanooga                                           TN                                   37407                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361001                                               360
16704498                                16704498                  East Ridge                                            TN                                   37412                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361001                                               360
16704499                                16704499                  East Ridge                                            TN                                   37412                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16704500                                16704500                  Rossville                                             GA                                   30741                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361001                                               360
16704504                                16704504                  Alva                                                  FL                                   33920                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16704508                                16704508                  Fort Worth                                            TX                                   76104                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16704516                                16704516                  Pensacola Beach                                       FL                                   32561                  Hi-Rise Condo                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16704537                                16704537                  PEORIA                                                AZ                                   85345                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16704552                                16704552                  La Salle                                              CO                                   80645                  Single Family                                                           7.875                           0.25                    0.57                       0.012                                            7.043                               20361101                                               360
16704562                                16704562                  Mesquite                                              TX                                   75150                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16704580                                16704580                  Garland                                               TX                                   75043                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16706557                                16706557                  Windermere                                            FL                                   34786                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16706570                                16706570                  RANCHO CUCAMONGA                                      CA                                   91739                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16706593                                16706593                  Brooksville                                           FL                                   34613                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16706418                                16706418                  Berea                                                 OH                                   44017                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16706438                                16706438                  Miami                                                 FL                                   33175                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461201                                               360
16706445                                16706445                  SACRAMENTO                                            CA                                   95829                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16706461                                16706461                  GREENVILLE                                            TX                                   75401                  Single Family                                                           8.875                           0.25                     0.7                       0.012                                            7.913                               20361001                                               360
16706463                                16706463                  GREENVILLE                                            TX                                   75401                  Single Family                                                           8.875                           0.25                     0.7                       0.012                                            7.913                               20361001                                               360
16706470                                16706470                  Macon                                                 GA                                   31206                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16706473                                16706473                  Ellenwood                                             GA                                   30294                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16706479                                16706479                  Flowery Branch                                        GA                                   30542                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16706487                                16706487                  Houston                                               TX                                   77033                  2-4 Family                                                              8.625                           0.25                       0                       0.012                                            8.363                               20361201                                               360
16706490                                16706490                  Houston                                               TX                                   77033                  2-4 Family                                                              8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16706507                                16706507                  CANTON                                                TX                                   75103                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16704048                                16704048                  ORMOND BEACH                                          FL                                   32174                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16704072                                16704072                  Houston                                               TX                                   77053                  PUD                                                                     8.625                           0.25                    1.02                       0.012                                            7.343                               20361201                                               360
16704177                                16704177                  HOUSTON                                               TX                                   77004                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16704286                                16704286                  Saint Louis                                           MO                                   63146                  Single Family                                                           7.875                           0.25                    1.01                       0.012                                            6.603                               20361101                                               360
16704338                                16704338                  Ocala                                                 FL                                   34474                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16704356                                16704356                  CATASAUQUA                                            PA                                   18032                  2-4 Family                                                               8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16704375                                16704375                  Chiloquin                                             OR                                   97624                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16704378                                16704378                  San Bernardino                                        CA                                   92404                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20461101                                               360
16704406                                16704406                  WOODSTOCK                                             GA                                   30189                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16697910                                16697910                  GREENSBURG                                            KY                                   42743                  Single Family                                                             7.5                           0.25                    0.52                       0.012                                            6.718                               20361101                                               360
16697704                                16697704                  YUMA                                                  AZ                                   85364                  Single Family                                                           6.375                           0.25                    0.37                       0.012                                            5.743                               20361101                                               360
16697743                                16697743                  North Las Vegas                                       NV                                   89084                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16697813                                16697813                  Boynton Beach                                         FL                                   33426                  Condominium                                                               7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16695633                                16695633                  MIAMI GARDENS                                         FL                                   33169                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16695653                                16695653                  EVANS                                                 CO                                   80620                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16695661                                16695661                  SANFORD                                               FL                                   32771                  Condominium                                                                 6                           0.25                       0                       0.012                                            5.738                               20361101                                               360
16695665                                16695665                  WALKER                                                LA                                   70785                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16695669                                16695669                  KISSIMMEE                                             FL                                   34744                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16695676                                16695676                  COMMERCE CITY                                         CO                                   80022                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16695522                                16695522                  CHICAGO                                               IL                                   60610                  Condominium                                                             8.875                           0.25                       0                       0.012                                            8.613                               20360801                                               360
16695531                                16695531                  TEMPE                                                 AZ                                   85281                  Condominium                                                             7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16695542                                16695542                  ALBUQUERQUE                                           NM                                   87114                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16695555                                16695555                  LAKE ELSINORE                                         CA                                   92532                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20360801                                               360
16695563                                16695563                  KAPOLEI                                               HI                                   96707                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20361001                                               360
16695567                                16695567                  CHINO                                                 CA                                   91710                  Condominium                                                              6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16695570                                16695570                  FORT WORTH                                            TX                                   76248                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16695572                                16695572                  CASTLE ROCK                                           CO                                   80108                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16695576                                16695576                  ORLANDO                                               FL                                   32827                  Condominium                                                              6.25                           0.25                       0                       0.012                                            5.988                               20361001                                               360
16695590                                16695590                  PHOENIX                                               AZ                                   85032                  Condominium                                                             6.375                           0.25                       0                       0.012                                            6.113                               20361001                                               360
16695601                                16695601                  LAS VEGAS                                             NV                                   89123                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16695603                                16695603                  PHOENIX                                               AZ                                   85022                  Condominium                                                             6.375                           0.25                       0                       0.012                                            6.113                               20361001                                               360
16695611                                16695611                  RIO RANCHO                                            NM                                   87144                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16695614                                16695614                  RIVIERA BEACH                                         FL                                   33404                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16695626                                16695626                  BURLESON                                              TX                                   76028                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16673622                                16673622                  LAS VEGAS                                             NV                                   89108                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16673628                                16673628                  JOLIET                                                IL                                   60431                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16673641                                16673641                  BEAUMONT                                              CA                                   92223                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361001                                               360
16673645                                16673645                  LAS VEGAS                                             NV                                   89149                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16673659                                16673659                  JACKSONVILLE                                          FL                                   32244                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16673661                                16673661                  NORTH LAS VEGAS                                       NV                                   89081                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16673669                                16673669                  LANCASTER                                             CA                                   93536                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361001                                               360
16673677                                16673677                  LAS VEGAS                                             NV                                   89131                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361001                                               360
16673682                                16673682                  GOODYEAR                                              AZ                                   85338                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16634799                                16634799                  Charlotte                                             NC                                   28273                  PUD                                                                     8.625                           0.25                    0.47                       0.012                                            7.893                               20361001                                               360
16709384                                16709384                  Mcallen                                               TX                                   78504                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16685549                                16685549                  Auburn                                                WA                                   98002                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20461101                                               360
16780545                                16780545                  Truth Or Consequences                                 NM                                   87901                  Single Family                                                            8.75                           0.25                    1.32                       0.012                                            7.168                               20361201                                               360
16778141                                16778141                  Washington                                            DC                                   20002                  Townhouse                                                                9.25                           0.25                       0                       0.012                                            8.988                               20361201                                               360
16776310                                16776310                  Dumfries                                              VA                                   22025                  Townhouse                                                               7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16776341                                16776341                  Harlingen                                             TX                                   78552                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361201                                               360
16767481                                16767481                  Mission                                               TX                                   78572                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16767500                                16767500                  Pearland                                              TX                                   77581                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16773156                                16773156                  Phoenix                                               AZ                                   85018                  Single Family                                                            9.25                           0.25                       0                       0.012                                            8.988                               20361201                                               360
16773081                                16773081                  Parker                                                CO                                   80138                  Single Family                                                            6.25                           0.25                       0                       0.012                                            5.988                               20461201                                               360
16731229                                16731229                  Stockton                                              CA                                   95204                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16765021                                16765021                  Johnstown                                             CO                                   80534                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20461201                                               360
16730339                                16730339                  Winchester                                            VA                                   22602                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16731346                                16731346                  Milwaukee                                             WI                                   53214                  2-4 Family                                                                8.5                           0.25                    1.34                       0.012                                            6.898                               20361201                                               360
16730413                                16730413                  North Las Vegas                                       NV                                   89081                  Single Family                                                           8.375                           0.25                    0.63                       0.012                                            7.483                               20361201                                               360
16731755                                16731755                  HYATTSVILLE                                           MD                                   20784                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361001                                               360
16731776                                16731776                  ALLENSVILLE                                           OH                                   45651                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20360901                                               360
16731837                                16731837                  PARK FOREST                                           IL                                   60466                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361201                                               360
16731881                                16731881                  Nashville                                             TN                                   37208                  2-4 Family                                                                7.5                           0.25                    1.15                       0.012                                            6.088                               20361101                                               360
16731884                                16731884                  Arlington                                             TX                                   76011                  Condominium                                                             8.625                           0.25                    1.28                       0.012                                            7.083                               20361201                                               360
16731794                                16731794                  GLOUCESTER                                            MA                                    1930                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16730237                                16730237                  Thornton                                              CO                                   80241                  Single Family                                                               8                           0.25                    0.82                       0.012                                            6.918                               20461201                                               360
16730049                                16730049                  GOODYEAR                                              AZ                                   85338                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16728005                                16728005                  Alpharetta                                            GA                                   30004                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16728212                                16728212                  HOUSTON                                               TX                                   77083                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16643834                                16643834                  Wellington                                            FL                                   33414                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16656147                                16656147                  Desoto                                                TX                                   75115                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16770898                                16770898                  NEW ORLEANS                                           LA                                   70130                  2-4 Family                                                                  8                           0.25                       0                       0.012                                            7.738                               20361001                                               360
16658576                                16658576                  CAMPBELLSVILLE                                        KY                                   42718                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16658526                                16658526                  Naples                                                FL                                   34120                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16658561                                16658561                  PHENIX CITY                                           AL                                   36869                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16658464                                16658464                  CHARLOTTE                                             NC                                   28262                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16658491                                16658491                  Miami Gardens                                         FL                                   33015                  Condominium                                                             9.125                           0.25                    1.31                       0.012                                            7.553                               20461001                                               360
16658501                                16658501                  ATLANTA                                               GA                                   30354                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361001                                               360
16658446                                16658446                  GREELEY                                               CO                                   80631                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16658434                                16658434                  WOODBRIDGE                                            NJ                                    7095                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16658369                                16658369                  FREDERICKSBRG                                         VA                                   22401                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16656891                                16656891                  FT WORTH                                              TX                                   76248                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16656901                                16656901                  Riverside                                             CA                                   92507                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16656848                                16656848                  PFLUGERVILLE                                          TX                                   78660                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16656814                                16656814                  WINNECONNE                                            WI                                   54986                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16656828                                16656828                  CONCORD                                               NC                                   28027                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16656686                                16656686                  Melbourne                                             FL                                   32901                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16803590                                16803590                  GERMANTOWN                                            MD                                   20876                  Condominium                                                              6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16801892                                16801892                  Surprise                                              AZ                                   85374                  PUD                                                                     6.625                           0.25                    0.72                       0.012                                            5.643                               20361201                                               360
16788889                                16788889                  Winter Haven                                          FL                                   33880                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16778514                                16778514                  Shreveport                                            LA                                   71107                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16771755                                16771755                  COLUMBIA                                              MD                                   21044                  PUD                                                                      7.25                           0.25                    0.49                       0.012                                            6.498                               20361201                                               360
16771992                                16771992                  PRINCE WILLIAM                                        VA                                   22193                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20360901                                               360
16765182                                16765182                  RICE                                                  MN                                   56367                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20360901                                               360
16731745                                16731745                  Charlotte                                             NC                                   28028                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20360901                                               360
16729374                                16729374                  WINSTON-SALEM                                         NC                                   27107                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16729853                                16729853                  NEW ORLEANS                                           LA                                   70117                  2-4 Family                                                               8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16729917                                16729917                  WATERBURY                                             CT                                    6706                  2-4 Family                                                               10.5                           0.25                       0                       0.012                                           10.238                               20361001                                               360
16723948                                16723948                  Mansfield                                             OH                                   44905                  Single Family                                                           9.125                           0.25                       0                       0.012                                            8.863                               20361001                                               360
16722055                                16722055                  Seaford                                               VA                                   23696                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16718494                                16718494                  FLUSHING                                              NY                                   11365                  2-4 Family                                                                6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16713685                                16713685                  MANASSAS                                              VA                                   20112                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16713889                                16713889                  JACKSONVILLE                                          FL                                   32254                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16714078                                16714078                  Bluffton                                              SC                                   29909                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16714814                                16714814                  BRIGHTON                                              CO                                   80601                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20461201                                               360
16714951                                16714951                  MANSFIELD                                             CT                                    6268                  Single Family                                                           7.875                           0.25                    0.58                       0.012                                            7.033                               20361101                                               360
16715019                                16715019                  OGDEN                                                 UT                                   84403                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16717123                                16717123                  San Francisco                                         CA                                   94109                  2-4 Family                                                               6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16717125                                16717125                  Menlo Park                                            CA                                   94025                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16717127                                16717127                  Palo Alto                                             CA                                   94301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16717233                                16717233                  LEESBURG                                              VA                                   20175                  PUD                                                                      5.75                           0.25                       0                       0.012                                            5.488                               20361101                                               360
16717257                                16717257                  White Plains                                          NY                                   10603                  Single Family                                                           7.375                           0.25                    0.47                       0.012                                            6.643                               20361101                                               360
16708176                                16708176                  CLEMENTON                                             NJ                                    8021                  2-4 Family                                                               9.25                           0.25                       0                       0.012                                            8.988                               20361101                                               360
16708279                                16708279                  Lancaster                                             TX                                   75146                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16710200                                16710200                  Columbia                                              SC                                   29204                  Single Family                                                           9.375                           0.25                    0.94                       0.012                                            8.173                               20361001                                               360
16710960                                16710960                  MIAMI                                                 FL                                   33172                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16710976                                16710976                  Peckville                                             PA                                   18452                  Single Family                                                             9.5                           0.25                       0                       0.012                                            9.238                               20360901                                               360
16706558                                16706558                  Tampa                                                 FL                                   33618                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16707716                                16707716                  Stockbridge                                           GA                                   30281                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16704484                                16704484                  SANDY                                                 UT                                   84070                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16697789                                16697789                  Brooklyn                                              NY                                   11231                  2-4 Family                                                              6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16667186                                16667186                  Chattanooga                                           TN                                   37411                  2-4 Family                                                                  8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16658700                                16658700                  Prescott                                              AZ                                   86305                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16654195                                16654195                  SARASOTA                                              FL                                   34242                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16704363                                16704363                  Elgin                                                 IL                                   60124                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16680194                                16680194                  Palm Bay                                              FL                                   32907                  Single Family                                                            6.75                           0.25                    0.43                       0.012                                            6.058                               20360901                                               360
16672738                                16672738                  Greenwood                                             DE                                   19950                  Single Family                                                             8.5                           0.25                    0.37                       0.012                                            7.868                               20361101                                               360
16656551                                16656551                  Colorado Springs                                      CO                                   80916                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16646000                                16646000                  Hiawassee                                             GA                                   30546                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16803552                                16803552                  PARKER                                                CO                                   80134                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20461201                                               360
16658586                                16658586                  WATERFORD                                             MI                                   48327                  Condominium                                                              6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16695588                                16695588                  ALBUQUERQUE                                           NM                                   87121                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16695540                                16695540                  HUNTLEY                                               IL                                   60142                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16662124                                16662124                  CHICAGO                                               IL                                   60617                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20360901                                               360
16662218                                16662218                  JOPLIN                                                MO                                   64804                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16667148                                16667148                  CHATTANOOGA                                           TN                                   37404                  2-4 Family                                                                  8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16659140                                16659140                  CLEVELAND                                             OH                                   44105                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16667114                                16667114                  SAVANNAH                                              GA                                   31419                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16788756                                16788756                  CHAPEL HILL                                           NC                                   27517                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20360901                                               360
16711054                                16711054                  WALDORF                                               MD                                   20603                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16659114                                16659114                  Newnan                                                GA                                   30263                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16651481                                16651481                  COMMERCE CITY                                         CO                                   80022                  2-4 Family                                                              7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16692105                                16692105                  CHESTER                                               VA                                   23831                  PUD                                                                     8.375                           0.25                    1.19                       0.012                                            6.923                               20361101                                               360
16706931                                16706931                  HURST                                                 TX                                   76053                  Condominium                                                              8.25                           0.25                    1.23                       0.012                                            6.758                               20361101                                               360
16654368                                16654368                  HEMET                                                 CA                                   92544                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20360901                                               360
16710752                                16710752                  PARKER                                                CO                                   80134                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20461101                                               360
16723065                                16723065                  Miami                                                 FL                                   33169                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16634491                                16634491                  ARLINGTON                                             TX                                   76002                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16680274                                16680274                  FORT WORTH                                            TX                                   76179                  PUD                                                                       8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16634447                                16634447                  BALTIMORE                                             MD                                   21223                  2-4 Family                                                                  8                           0.25                       0                       0.012                                            7.738                               20461201                                               360
16768344                                16768344                  Candler                                               NC                                   28715                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16704491                                16704491                  SEATTLE                                               WA                                   98106                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16640938                                16640938                  HINESVILLE                                            GA                                   31313                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361001                                               360
16790706                                16790706                  Cocoa                                                 FL                                   32922                  Hi-Rise Condo                                                           7.125                           0.25                       0                       0.012                                            6.863                               20461201                                               360
16790771                                16790771                  Charlotte                                             NC                                   28210                  Condominium                                                              7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16790997                                16790997                  BELMONT SHORE                                         CA                                   90803                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16798431                                16798431                  Menlo Park                                            CA                                   94025                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16798445                                16798445                  Mt Pleasant                                           SC                                   29466                  Single Family                                                             7.5                           0.25                    0.92                       0.012                                            6.318                               20361201                                               360
16798951                                16798951                  Royal Oak                                             MI                                   48067                  Single Family                                                           8.625                           0.25                       0                       0.012                                            8.363                               20361201                                               360
16801866                                16801866                  Pearland                                              TX                                   77584                  PUD                                                                     7.375                           0.25                    0.47                       0.012                                            6.643                               20361201                                               360
16803802                                16803802                  South Beach                                           OR                                   97366                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16803944                                16803944                  Cambria                                               CA                                   93428                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16803978                                16803978                  Poway                                                 CA                                   92064                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16775572                                16775572                  MANASSAS                                              VA                                   20109                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16780748                                16780748                  MIAMI                                                 FL                                   33143                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361201                                               360
16788565                                16788565                  DETROIT                                               MI                                   48204                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361201                                               360
16788631                                16788631                  CHICAGO                                               IL                                   60646                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16788708                                16788708                  MACON                                                 NC                                   27551                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16788991                                16788991                  KETTERING                                             MD                                   20774                  PUD                                                                     8.625                           0.25                       0                       0.012                                            8.363                               20361201                                               360
16770762                                16770762                  Perris                                                CA                                   92570                  Single Family                                                            5.75                           0.25                       0                       0.012                                            5.488                               20361101                                               360
16771015                                16771015                  SILVER SPRING                                         MD                                   20906                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20461201                                               360
16774884                                16774884                  MIAMI                                                 FL                                   33165                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16774886                                16774886                  Oviedo                                                FL                                   32765                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360901                                               360
16775075                                16775075                  PARAMOUNT                                             CA                                   90032                  Single Family                                                            6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16656669                                16656669                  Dallas                                                TX                                   75223                  2-4 Family                                                                8.5                           0.25                       0                       0.012                                            8.238                               20361001                                               360
16656573                                16656573                  SURPRISE                                              AZ                                   85388                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16656574                                16656574                  Corte Madera                                          CA                                   94925                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16656541                                16656541                  TULSA                                                 OK                                   74126                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16656439                                16656439                  Purcellville                                          VA                                   20132                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461101                                               360
16656475                                16656475                  Chicago Heights                                       IL                                   60411                  Single Family                                                           8.375                           0.25                    0.62                       0.012                                            7.493                               20361101                                               360
16387140                                16387140                  Mc Donald                                             PA                                   15057                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20360901                                               360
16388941                                16388941                  Clermont                                              FL                                   34715                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20360801                                               360
16840295                                16840295                  San Diego                                             CA                                   92102                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16838826                                16838826                  WARNER ROBBINS                                        GA                                   31088                  Condominium                                                              8.25                           0.25                       0                       0.012                                            7.988                               20361201                                               360
16838904                                16838904                  BUCKEYE                                               AZ                                   85326                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16826558                                16826558                  COEUR D ALENE                                         ID                                   83815                  Single Family                                                           7.625                           0.25                    0.72                       0.012                                            6.643                               20361201                                               360
16826896                                16826896                  LA JUNTA                                              CO                                   81050                  Single Family                                                            7.25                           0.25                    0.55                       0.012                                            6.438                               20361201                                               360
16819646                                16819646                  DUBLIN                                                OH                                   43016                  Single Family                                                           6.125                           0.25                       0                       0.012                                            5.863                               20361201                                               360
16823679                                16823679                  QUEEN CREEK                                           AZ                                   85242                  PUD                                                                      5.75                           0.25                       0                       0.012                                            5.488                               20361201                                               360
16823681                                16823681                  LAS VEGAS                                             NV                                   89130                  PUD                                                                      5.75                           0.25                       0                       0.012                                            5.488                               20361201                                               360
16809470                                16809470                  Hampton                                               VA                                   23664                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16809514                                16809514                  HAMPTON                                               GA                                   30228                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16809523                                16809523                  NEW BERN                                              NC                                   28562                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16809545                                16809545                  OLD SAYBROOK                                          CT                                    6475                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16809623                                16809623                  GENEVA                                                FL                                   32732                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16809378                                16809378                  Sacramento                                            CA                                   95822                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16806760                                16806760                  Heartland                                             TX                                   75126                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16806935                                16806935                  Anchorage                                             AK                                   99502                  Townhouse                                                               6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16806945                                16806945                  Richmond                                              VA                                   23236                  PUD                                                                     7.375                           0.25                     0.4                       0.012                                            6.713                               20361201                                               360
16806952                                16806952                  Portland                                              OR                                   97216                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16807057                                16807057                  SCOTTSDALE                                            AZ                                   85262                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16807097                                16807097                  HOUSTON                                               TX                                   77084                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16807102                                16807102                  DALLAS                                                TX                                   75254                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16807114                                16807114                  ROWLETT                                               TX                                   75088                  PUD                                                                       8.5                           0.25                       0                       0.012                                            8.238                               20361201                                               360
16809290                                16809290                  NEW SMYRNA BEACH                                      FL                                   32169                  Condominium                                                              6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16804150                                16804150                  Fowlerville                                           MI                                   48836                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16803434                                16803434                  Kelseyville                                           CA                                   95451                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16801461                                16801461                  QUEEN CREEK                                           AZ                                   85242                  PUD                                                                         6                           0.25                       0                       0.012                                            5.738                               20361201                                               360
16801475                                16801475                  ORANGE                                                CA                                   92869                  Condominium                                                               8.5                           0.25                    1.01                       0.012                                            7.228                               20361201                                               360
16801492                                16801492                  ARLINGTON                                             TX                                   76016                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16801496                                16801496                  VERNAL                                                UT                                   84078                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16801500                                16801500                  JEFFERSONTOWN                                         KY                                   40299                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16801508                                16801508                  LEWISVILLE                                            TX                                   75067                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16801576                                16801576                  ATLANTA                                               GA                                   30315                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16801740                                16801740                  Tucson                                                AZ                                   85706                  Single Family                                                           7.625                           0.25                    0.57                       0.012                                            6.793                               20361201                                               360
16801743                                16801743                  Tuscumbia                                             AL                                   35674                  Single Family                                                            8.25                           0.25                    0.84                       0.012                                            7.148                               20361201                                               360
16801755                                16801755                  Show Low                                              AZ                                   85901                  PUD                                                                     6.875                           0.25                    0.63                       0.012                                            5.983                               20361201                                               360
16801784                                16801784                  FISH HAVEN                                            ID                                   83287                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16801791                                16801791                  TRENTON                                               NJ                                    8618                  Single Family                                                          10.875                           0.25                    0.87                       0.012                                            9.743                               20361201                                               360
16801795                                16801795                  LAS CRUCES                                            NM                                   88012                  Single Family                                                            8.25                           0.25                    0.79                       0.012                                            7.198                               20361001                                               360
16801937                                16801937                  Murrieta                                              CA                                   92562                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16801986                                16801986                  Grand Prairie                                         TX                                   75052                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16801991                                16801991                  Bordentown                                            NJ                                    8505                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16798643                                16798643                  MARTINEZ LAKE                                         AZ                                   85365                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16798687                                16798687                  CO SPGS                                               CO                                   80906                  Condominium                                                                 7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16798727                                16798727                  Houston                                               TX                                   77053                  PUD                                                                     8.375                           0.25                       0                       0.012                                            8.113                               20361201                                               360
16798732                                16798732                  REDLANDS                                              CA                                   92374                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16798513                                16798513                  CASSELBERRY                                           FL                                   32708                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20470101                                               360
16798530                                16798530                  MILWAUKEE                                             WI                                   53220                  Single Family                                                             7.5                           0.25                    0.86                       0.012                                            6.378                               20361201                                               360
16798618                                16798618                  HIDDEN VALLEY                                         PA                                   15502                  Condominium                                                                 8                           0.25                    0.52                       0.012                                            7.218                               20361201                                               360
16798207                                16798207                  WHITEWRIGHT                                           TX                                   75491                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16798220                                16798220                  LAS VEGAS                                             NV                                   89103                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16798337                                16798337                  Red Banks                                             MS                                   38661                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361201                                               360
16798425                                16798425                  Sacramento                                            CA                                   95831                  Single Family                                                           6.875                           0.25                    0.21                       0.012                                            6.403                               20361201                                               360
16798466                                16798466                  Visalia                                               CA                                   93291                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16549670                                16549670                  CLEVELAND HEIGHTS                                     OH                                   44121                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20360901                                               360
16656349                                16656349                  HOUSTON                                               TX                                   77075                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16656356                                16656356                  MESQUITE                                              TX                                   75149                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16656326                                16656326                  LITCHFIELD PARK                                       AZ                                   85340                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16656346                                16656346                  MARTINSVILLE                                          VA                                   24112                  2-4 Family                                                              8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16656245                                16656245                  SAINT LOUIS                                           MO                                   63110                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16656246                                16656246                  Riverview                                             FL                                   33569                  Condominium                                                             7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16656178                                16656178                  DANVILLE                                              CA                                   94526                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16656123                                16656123                  Honesdale                                             PA                                   18431                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16656145                                16656145                  MORENO VALLEY                                         CA                                   92555                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16378115                                16378115                  Fort Lauderdale                                       FL                                   33308                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20360801                                               360
16656098                                16656098                  NORTH RICHLAND HILLS                                  TX                                   76180                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16653966                                16653966                  POTTSBORO                                             TX                                   75076                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16653980                                16653980                  POTTSBORO                                             TX                                   75076                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16653986                                16653986                  PONTE VEDRA BEACH                                     FL                                   32082                  Condominium                                                             7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16653995                                16653995                  Orlando                                               FL                                   32819                  Condominium                                                             7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16654031                                16654031                  Orlando                                               FL                                   32828                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16654078                                16654078                  ZIONSVILLE                                            IN                                   46077                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16654185                                16654185                  SAN ANTONIO                                           TX                                   78249                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16654200                                16654200                  HUMBLE                                                TX                                   77338                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16654201                                16654201                  Dallas                                                TX                                   75248                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16654205                                16654205                  HUMBLE                                                TX                                   77338                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16654217                                16654217                  Katy                                                  TX                                   77494                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16803475                                16803475                  RICHARDSON                                            TX                                   75080                  Single Family                                                           8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16654220                                16654220                  Kirkland                                              WA                                   98033                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16654232                                16654232                  Imperial                                              MO                                   63052                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16654270                                16654270                  Orlando                                               FL                                   32829                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16654409                                16654409                  PEARLAND                                              TX                                   77584                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16377427                                16377427                  Orange Park                                           FL                                   32065                  PUD                                                                     8.375                           0.25                       0                       0.012                                            8.113                               20360901                                               360
16653932                                16653932                  POTTSBORO                                             TX                                   75076                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16653788                                16653788                  NEWTON                                                PA                                   18940                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16651543                                16651543                  APPLETON CITY                                         MO                                   64724                  Single Family                                                           8.375                           0.25                    0.42                       0.012                                            7.693                               20361101                                               360
16651596                                16651596                  EAGAN                                                 MN                                   55123                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16651628                                16651628                  Orlando                                               FL                                   32822                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16651639                                16651639                  PORT CHARLOTTE                                        FL                                   33952                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16651292                                16651292                  SALINE                                                MI                                   48176                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16651318                                16651318                  Raleigh                                               NC                                   27616                  Townhouse                                                               9.375                           0.25                    0.82                       0.012                                            8.293                               20361101                                               360
16651336                                16651336                  BADIN                                                 NC                                   28009                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361001                                               360
16651365                                16651365                  ORANGE PARK                                           FL                                   32003                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16651371                                16651371                  NEW LONDON                                            NC                                   28127                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361001                                               360
16651454                                16651454                  UNIONDALE                                             NY                                   11553                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16651218                                16651218                  LOS ANGELES                                           CA                                   90020                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20460901                                               360
16651239                                16651239                  ROYAL OAK                                             MI                                   48067                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361001                                               360
16651250                                16651250                  ARVADA                                                CO                                   80003                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16651115                                16651115                  LONGS                                                 SC                                   29568                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361001                                               360
16651127                                16651127                  Douglasville                                          GA                                   30135                  PUD                                                                      7.25                           0.25                    0.77                       0.012                                            6.218                               20361001                                               360
16651167                                16651167                  Cedar Park                                            TX                                   78613                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16371878                                16371878                  Anthem                                                AZ                                   85086                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20360801                                               360
16659123                                16659123                  PARKER                                                CO                                   80134                  Condominium                                                                 7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16651312                                16651312                  FREDERICKSBRG                                         VA                                   22407                  PUD                                                                     8.125                           0.25                       0                       0.012                                            7.863                               20361001                                               360
16697608                                16697608                  Douglasville                                          GA                                   30134                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16697651                                16697651                  INDIANAPOLIS                                          IN                                   46219                  2-4 Family                                                              6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16697571                                16697571                  MILWAUKEE                                             WI                                   53209                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16697580                                16697580                  TUCSON                                                AZ                                   85706                  Single Family                                                             7.5                           0.25                    0.84                       0.012                                            6.398                               20361101                                               360
16697463                                16697463                  BARNEGAT                                              NJ                                    8005                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20461101                                               360
16697471                                16697471                  Cincinnati                                            OH                                   45236                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16697492                                16697492                  Oakland                                               CA                                   94611                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16697407                                16697407                  Brentwood                                             CA                                   94513                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16697409                                16697409                  Atlanta                                               GA                                   30331                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16697427                                16697427                  ORLANDO                                               FL                                   32803                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16697429                                16697429                  BRANDON                                               FL                                   33511                  Condominium                                                                 8                           0.25                       0                       0.012                                            7.738                               20360601                                               360
16696572                                16696572                  Charlotte                                             NC                                   28215                  Single Family                                                             8.5                           0.25                    0.39                       0.012                                            7.848                               20361001                                               360
16696620                                16696620                  AURORA                                                CO                                   80013                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16696520                                16696520                  Fayetteville                                          GA                                   30214                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16696352                                16696352                  Senoia                                                GA                                   30276                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16696357                                16696357                  DINUBA                                                CA                                   93618                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20461101                                               360
16696339                                16696339                  DOUGLASVILLE                                          GA                                   30134                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16696328                                16696328                  Anaheim                                               CA                                   92804                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16696288                                16696288                  PORTSMOUTH CITY                                       VA                                   23504                  2-4 Family                                                                7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16696274                                16696274                  Norfolk                                               VA                                   23513                  Townhouse                                                               7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16696278                                16696278                  Norfolk                                               VA                                   23504                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16696285                                16696285                  Norfolk                                               VA                                   23504                  2-4 Family                                                                7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16696256                                16696256                  Norfolk                                               VA                                   23513                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16696261                                16696261                  Norfolk                                               VA                                   23523                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16696262                                16696262                  Hilton Head Island                                    SC                                   29928                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16696264                                16696264                  SAN ANTONIO                                           TX                                   78249                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16696266                                16696266                  CHICAGO                                               IL                                   60609                  2-4 Family                                                               9.25                           0.25                       0                       0.012                                            8.988                               20361101                                               360
16696267                                16696267                  Norfolk                                               VA                                   23504                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16696202                                16696202                  ELK GROVE                                             CA                                   95758                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16696209                                16696209                  TEXARKANA                                             AR                                   71854                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16696151                                16696151                  NEWARK                                                NJ                                    7106                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16696159                                16696159                  CEDAR HILL                                            MO                                   63016                  PUD                                                                      9.75                           0.25                    1.19                       0.012                                            8.298                               20361001                                               360
16696181                                16696181                  STONE MOUNTAIN                                        GA                                   30087                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16696193                                16696193                  EL DORADO HILLS                                       CA                                   95762                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16695936                                16695936                  Dallas                                                TX                                   75227                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361201                                               360
16695981                                16695981                  NEW YORK                                              NY                                   10028                  CO-OP                                                                   8.125                           0.25                       0                       0.012                                            7.863                               20360901                                               360
16694072                                16694072                  LAS VEGAS                                             NV                                   89121                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16694030                                16694030                  Hyattsville                                           MD                                   20783                  Single Family                                                           8.345                           0.25                    1.11                       0.012                                            6.973                               20361101                                               360
16693960                                16693960                  Ontario                                               CA                                   91762                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16657318                                16657318                  MIAMI                                                 FL                                   33156                  Condominium                                                             8.625                           0.25                       0                       0.012                                            8.363                               20360801                                               360
16657481                                16657481                  VOLO                                                  IL                                   60020                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20360901                                               360
16657697                                16657697                  WALKER                                                MI                                   49544                  2-4 Family                                                                7.5                           0.25                       0                       0.012                                            7.238                               20360801                                               360
16657899                                16657899                  PASO ROBLES                                           CA                                   93446                  2-4 Family                                                              6.625                           0.25                       0                       0.012                                            6.363                               20360901                                               360
16693902                                16693902                  MOUNT PLEASANT                                        MI                                   48858                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20461201                                               360
16693940                                16693940                  OSCEOLA                                               IA                                   50213                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16693943                                16693943                  RICE                                                  MN                                   56367                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361001                                               360
16693847                                16693847                  KINSTON                                               NC                                   28504                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16693861                                16693861                  POWDER SPGS                                           GA                                   30127                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16693873                                16693873                  PENDLETON                                             SC                                   29670                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16655469                                16655469                  SPOKANE                                               WA                                   99201                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20360901                                               360
16693749                                16693749                  ROCKY MOUNT                                           NC                                   27804                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16693770                                16693770                  Plainfield                                            IL                                   60585                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16366767                                16366767                  MIAMI                                                 FL                                   33133                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20360601                                               360
16693674                                16693674                  Las Vegas                                             NV                                   89122                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20361101                                               360
16693650                                16693650                  Roseville                                             CA                                   95747                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16693480                                16693480                  Allentown                                             PA                                   18106                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16693547                                16693547                  Arley                                                 AL                                   35541                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16693606                                16693606                  Upper Marlboro                                        MD                                   20772                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16693405                                16693405                  LYMAN                                                 SC                                   29365                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16693446                                16693446                  LAUREL                                                MD                                   20708                  Townhouse                                                                7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16693448                                16693448                  JACKSONVILLE                                          FL                                   32244                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20461101                                               360
16693472                                16693472                  Kissimmee                                             FL                                   34743                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20360901                                               360
16692740                                16692740                  Copley                                                OH                                   44321                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16693331                                16693331                  Fort Worth                                            TX                                   76112                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16693333                                16693333                  Dallas                                                TX                                   75231                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16693350                                16693350                  Mesquite                                              TX                                   75150                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16693351                                16693351                  ENNIS                                                 TX                                   75119                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16693364                                16693364                  GLENDALE                                              AZ                                   85301                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20360801                                               360
16692701                                16692701                  Cape Coral                                            FL                                   33993                  Single Family                                                           7.625                           0.25                    0.43                       0.012                                            6.933                               20361101                                               360
16692574                                16692574                  SNELLVILLE                                            GA                                   30039                  Single Family                                                           8.125                           0.25                    0.47                       0.012                                            7.393                               20361101                                               360
16692632                                16692632                  GRANBURY                                              TX                                   76049                  2-4 Family                                                              7.375                           0.25                    0.77                       0.012                                            6.343                               20361101                                               360
16692460                                16692460                  Humble                                                TX                                   77338                  PUD                                                                     8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16692468                                16692468                  Dallas                                                TX                                   75232                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16692531                                16692531                  MELBOURNE                                             FL                                   32909                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16692540                                16692540                  Tulsa                                                 OK                                   74129                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16692437                                16692437                  NORCROSS                                              GA                                   30093                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16692442                                16692442                  MARIETTA                                              GA                                   30062                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16692445                                16692445                  Houston                                               TX                                   77056                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16692331                                16692331                  CULPEPER                                              VA                                   22701                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16692352                                16692352                  Buna                                                  TX                                   77612                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16692358                                16692358                  Garland                                               TX                                   75041                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16692360                                16692360                  San Antonio                                           TX                                   78242                  PUD                                                                     8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16632439                                16632439                  Sanford                                               FL                                   32771                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16713661                                16713661                  ORANGE PARK                                           FL                                   32073                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16670509                                16670509                  NEWNAN                                                GA                                   30263                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16674048                                16674048                  LEXINGTON                                             KY                                   40516                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16692228                                16692228                  Conyers                                               GA                                   30012                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20360601                                               360
16707783                                16707783                  WOODSBURGH                                            NY                                   11598                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16638451                                16638451                  ROCK HILL                                             SC                                   29732                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16564826                                16564826                  Fort Worth                                            TX                                   76119                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16717198                                16717198                  SWOOPE                                                VA                                   24479                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20360801                                               360
16632666                                16632666                  Hilton Head Island                                    SC                                   29928                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16692232                                16692232                  FORT WORTH                                            TX                                   76112                  2-4 Family                                                               7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16644188                                16644188                  Mckinney                                              TX                                   75071                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16692211                                16692211                  PEORIA                                                AZ                                   85345                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16692154                                16692154                  Clarksville                                           MD                                   21029                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16706903                                16706903                  VALLEJO                                               CA                                   94591                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16658685                                16658685                  FREDERICKSBURG                                        VA                                   22405                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16616511                                16616511                  Huntersville                                          NC                                   28078                  Townhouse                                                                   8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16688438                                16688438                  Arlington                                             TX                                   76014                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16662316                                16662316                  PLEASANT PRAIRIE                                      WI                                   53142                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16656595                                16656595                  Kissimmee                                             FL                                   34746                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16628980                                16628980                  PORTSMOUTH                                            VA                                   23702                  Townhouse                                                                6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16672486                                16672486                  GARLAND                                               TX                                   75040                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16656485                                16656485                  Sunrise                                               FL                                   33351                  Townhouse                                                                   7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16681197                                16681197                  MANASSAS                                              VA                                   20112                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16697858                                16697858                  Birmingham                                            AL                                   35206                  Single Family                                                             8.5                           0.25                    0.45                       0.012                                            7.788                               20361101                                               360
16680582                                16680582                  GLENDORA                                              CA                                   91741                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16672583                                16672583                  PORTSMOUTH                                            VA                                   23701                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16695604                                16695604                  MYRTLE BEACH                                          SC                                   29579                  Condominium                                                                 8                           0.25                       0                       0.012                                            7.738                               20361001                                               360
16665891                                16665891                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16644069                                16644069                  SEAGOVILLE                                            TX                                   75159                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16695662                                16695662                  WALKER                                                LA                                   70785                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16695678                                16695678                  REDMOND                                               WA                                   98053                  Condominium                                                               6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16673100                                16673100                  MC KINNEY                                             TX                                   75071                  PUD                                                                      8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16670278                                16670278                  Conway                                                AR                                   72032                  Single Family                                                            8.25                           0.25                     0.8                       0.012                                            7.188                               20361101                                               360
16709702                                16709702                  Pendleton                                             OR                                   97801                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16692552                                16692552                  ORLANDO                                               FL                                   32839                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16649203                                16649203                  Decatur                                               GA                                   30032                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20360901                                               360
16672546                                16672546                  Clarklake                                             MI                                   49234                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16714058                                16714058                  Detroit                                               MI                                   48235                  Single Family                                                              10                           0.25                    0.93                       0.012                                            8.808                               20361101                                               360
16612814                                16612814                  AURORA                                                IL                                   60506                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16709622                                16709622                  LAS VEGAS                                             NV                                   89141                  PUD                                                                     8.875                           0.25                       0                       0.012                                            8.613                               20360901                                               360
16692084                                16692084                  MONROE                                                VA                                   24574                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16692101                                16692101                  RIVERVIEW                                             FL                                   33569                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16688535                                16688535                  clifon heights                                        PA                                   19018                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16688443                                16688443                  Southampton                                           NY                                   11968                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20370101                                               360
16688450                                16688450                  FOUNTAIN INN                                          SC                                   29644                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16688329                                16688329                  Virginia Beach                                        VA                                   23453                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16688337                                16688337                  BRISTOL                                               TN                                   37620                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361201                                               360
16688348                                16688348                  LITTLE ELM                                            TX                                   75068                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16688115                                16688115                  Daytona Beach                                         FL                                   32124                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20461201                                               360
16688133                                16688133                  Daytona Beach                                         FL                                   32124                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20461101                                               360
16688210                                16688210                  ORLANDO                                               FL                                   32808                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16688406                                16688406                  WORCESTER                                             MA                                    1607                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16688409                                16688409                  WIMBERLEY                                             TX                                   78676                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16688417                                16688417                  Mc Donough                                            GA                                   30253                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16688303                                16688303                  El Paso                                               TX                                   79938                  Single Family                                                             8.5                           0.25                    0.63                       0.012                                            7.608                               20361101                                               360
16686346                                16686346                  SOUTH JORDAN                                          UT                                   84095                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16686227                                16686227                  San Antonio                                           TX                                   78250                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16686185                                16686185                  Carmichael                                            CA                                   95608                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16686076                                16686076                  ALBURTIS                                              PA                                   18011                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16685928                                16685928                  BELTON                                                SC                                   29627                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16685929                                16685929                  RIVERVIEW                                             FL                                   33569                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16685857                                16685857                  WILMINGTON                                            MA                                    1887                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20461101                                               360
16685734                                16685734                  Newnan                                                GA                                   30263                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16685747                                16685747                  Lubbock                                               TX                                   79416                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16685755                                16685755                  Wylie                                                 TX                                   75098                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16685815                                16685815                  Sacramento                                            CA                                   95820                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16685818                                16685818                  La Habra                                              CA                                   90631                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16684780                                16684780                  Phoenix                                               AZ                                   85016                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16684824                                16684824                  Orlando                                               FL                                   32809                  Condominium                                                               7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16684887                                16684887                  Windsor                                               CA                                   95492                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361101                                               360
16685709                                16685709                  BAXTER                                                TN                                   38544                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16684589                                16684589                  Greeneville                                           TN                                   37745                  2-4 Family                                                              7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16684593                                16684593                  Wailuku                                               HI                                   96793                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20461101                                               360
16684626                                16684626                  Portland                                              OR                                   97211                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16684687                                16684687                  NOGALES                                               AZ                                   85621                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16684710                                16684710                  Gainesville                                           GA                                   30507                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16684730                                16684730                  TOWNSEND                                              GA                                   31331                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16684450                                16684450                  Rio Linda                                             CA                                   95673                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20461101                                               360
16684456                                16684456                  El Mirage                                             AZ                                   85335                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16684462                                16684462                  Plano                                                 TX                                   75075                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361001                                               360
16684466                                16684466                  East Providence                                       RI                                    2914                  Condominium                                                              7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16684503                                16684503                  Decatur                                               GA                                   30032                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16684526                                16684526                  APPLETON                                              WI                                   54911                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16684572                                16684572                  CARROLLTON                                            GA                                   30117                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16684576                                16684576                  TUCSON                                                AZ                                   85710                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16684106                                16684106                  DAVENPORT                                             IA                                   52802                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16684139                                16684139                  BALDWIN PARK                                          CA                                   91706                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20461101                                               360
16684156                                16684156                  JACKSONVILLE                                          FL                                   32208                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16684169                                16684169                  Las Vegas                                             NV                                   89121                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16684186                                16684186                  MAE                                                   WA                                   98837                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16681729                                16681729                  CHESTER                                               SC                                   29706                  Single Family                                                               8                           0.25                    0.72                       0.012                                            7.018                               20361201                                               360
16681748                                16681748                  MATTHEWS                                              NC                                   28105                  Single Family                                                           8.375                           0.25                    0.59                       0.012                                            7.523                               20361101                                               360
16681825                                16681825                  Statesville                                           NC                                   28677                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16681844                                16681844                  NAPLES                                                FL                                   34117                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16681850                                16681850                  NAPLES                                                FL                                   34117                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16681983                                16681983                  Portland                                              OR                                   97210                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16681999                                16681999                  Apopka                                                FL                                   32703                  Single Family                                                               9                           0.25                    1.22                       0.012                                            7.518                               20361201                                               360
16681677                                16681677                  Paterson                                              NJ                                    7502                  2-4 Family                                                                7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16681691                                16681691                  Dover                                                 DE                                   19901                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16681651                                16681651                  CARLINVILLE                                           IL                                   62626                  Single Family                                                              10                           0.25                    0.78                       0.012                                            8.958                               20361101                                               360
16681610                                16681610                  Paterson                                              NJ                                    7513                  2-4 Family                                                               7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16681410                                16681410                  Houston                                               TX                                   77082                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16686114                                16686114                  FORT WORTH                                            TX                                   76119                  Single Family                                                           8.875                           0.25                    0.82                       0.012                                            7.793                               20361101                                               360
16681630                                16681630                  Monaca                                                PA                                   15061                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16681527                                16681527                  Woodstock                                             GA                                   30189                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20461101                                               360
16681557                                16681557                  HAVELOCK                                              NC                                   28532                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16681568                                16681568                  HAVELOCK                                              NC                                   28532                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16681476                                16681476                  Marblehead                                            MA                                    1945                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16704513                                16704513                  Marco Island                                          FL                                   34145                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16681344                                16681344                  TYLER                                                 TX                                   75701                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16681388                                16681388                  CHESAPEAKE                                            VA                                   23320                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16681390                                16681390                  CLAYTON                                               GA                                   30525                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16680397                                16680397                  VALE                                                  OR                                   97918                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16680404                                16680404                  Fairfield                                             CA                                   94534                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20461101                                               360
16680459                                16680459                  PINE CITY                                             MN                                   55063                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16680467                                16680467                  Peru                                                  IN                                   46970                  PUD                                                                       8.5                           0.25                    1.03                       0.012                                            7.208                               20361201                                               360
16680479                                16680479                  Miami                                                 FL                                   33147                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16680491                                16680491                  EL PASO                                               TX                                   79912                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16680510                                16680510                  HARTFORD                                              CT                                    6109                  Single Family                                                            7.75                           0.25                    0.47                       0.012                                            7.018                               20361101                                               360
16680536                                16680536                  HAWTHORNE                                             CA                                   90250                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16680541                                16680541                  Kansas City                                           MO                                   64110                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16680580                                16680580                  CO SPGS                                               CO                                   80916                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16680632                                16680632                  KINGSPORT                                             TN                                   37660                  Single Family                                                             8.5                           0.25                    0.81                       0.012                                            7.428                               20361201                                               360
16680646                                16680646                  DENVER                                                CO                                   80223                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16680668                                16680668                  FT WORTH                                              TX                                   76248                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16680699                                16680699                  N Attleboro                                           MA                                    2760                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20360901                                               360
16681199                                16681199                  Miami Beach                                           FL                                   33141                  Condominium                                                              7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16681211                                16681211                  POTTSTOWN                                             PA                                   19464                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16681227                                16681227                  Rumford                                               ME                                    4276                  2-4 Family                                                              8.625                           0.25                       0                       0.012                                            8.363                               20360901                                               360
16680354                                16680354                  HORIZON CITY                                          TX                                   79928                  Single Family                                                            8.75                           0.25                    1.32                       0.012                                            7.168                               20361101                                               360
16680134                                16680134                  STOCKBRIDGE                                           GA                                   30281                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16680147                                16680147                  LAWRENCEVILLE                                         GA                                   30044                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16680149                                16680149                  Olathe                                                KS                                   66061                  Single Family                                                            9.75                           0.25                       0                       0.012                                            9.488                               20360701                                               360
16680155                                16680155                  Kissimmee                                             FL                                   34758                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20360901                                               360
16680178                                16680178                  Plano                                                 TX                                   75093                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16680183                                16680183                  CRYSTAL LAKE                                          IL                                   60014                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16680192                                16680192                  WHEELER                                               TX                                   79096                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16680219                                16680219                  AURORA                                                CO                                   80013                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16680250                                16680250                  CAMAS                                                 WA                                   98607                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361101                                               360
16680253                                16680253                  PEORIA                                                AZ                                   85345                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16680262                                16680262                  FRISCO                                                TX                                   75034                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16680266                                16680266                  FOSTER CITY                                           CA                                   94404                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16680273                                16680273                  hyattsville                                           MD                                   20785                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16680327                                16680327                  HOUSTON                                               TX                                   77058                  Single Family                                                               9                           0.25                    0.77                       0.012                                            7.968                               20361101                                               360
16680333                                16680333                  Shafter                                               CA                                   93263                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16680336                                16680336                  Charlotte                                             NC                                   28216                  Single Family                                                           8.375                           0.25                    0.84                       0.012                                            7.273                               20361201                                               360
16676872                                16676872                  BAKERSFIELD                                           CA                                   93305                  2-4 Family                                                               7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16676879                                16676879                  ST GEORGE                                             UT                                   84770                  Single Family                                                           7.875                           0.25                    0.52                       0.012                                            7.093                               20361101                                               360
16676922                                16676922                  PHOENIX                                               AZ                                   85353                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16676784                                16676784                  Rio Rancho                                            NM                                   87124                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16676756                                16676756                  Winter Haven                                          FL                                   33880                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16676633                                16676633                  CANYON  COUNTRY                                       CA                                   91387                  Condominium                                                             7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16676638                                16676638                  Phoenix                                               AZ                                   85033                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16676700                                16676700                  Newnan                                                GA                                   30263                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16676702                                16676702                  Saint Louis                                           MO                                   63128                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16676502                                16676502                  Burleson                                              TX                                   76028                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16676587                                16676587                  Garland                                               TX                                   75040                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361001                                               360
16676608                                16676608                  Ocean Shores                                          WA                                   98569                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16674433                                16674433                  PAHRUMP                                               NV                                   89061                  PUD                                                                     7.125                           0.25                     0.4                       0.012                                            6.463                               20361101                                               360
16674459                                16674459                  Tampa                                                 FL                                   33605                  2-4 Family                                                               9.75                           0.25                       0                       0.012                                            9.488                               20360901                                               360
16674464                                16674464                  Orlando                                               FL                                   32817                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20360901                                               360
16674467                                16674467                  MONTGOMERY                                            AL                                   36117                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16674537                                16674537                  SAN FRANCISCO                                         CA                                   94122                  2-4 Family                                                               6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16674548                                16674548                  LAS VEGAS                                             NV                                   89113                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16674562                                16674562                  Pittsburgh                                            PA                                   15210                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16674564                                16674564                  Pittsburgh                                            PA                                   15216                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16674569                                16674569                  Pittsburgh                                            PA                                   15227                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16674573                                16674573                  Pittsburgh                                            PA                                   15210                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16674582                                16674582                  Pittsburgh                                            PA                                   15210                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16674602                                16674602                  SAN ANTONIO                                           TX                                   78216                  Condominium                                                             7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16674722                                16674722                  CHARLOTTE                                             NC                                   28210                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16674732                                16674732                  UPPER MARLBORO                                        MD                                   20774                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20461101                                               360
16674401                                16674401                  Mullica Hill                                          NJ                                    8062                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16674406                                16674406                  SANTA ROSA                                            CA                                   95403                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20460901                                               360
16674224                                16674224                  Tampa                                                 FL                                   33617                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20461101                                               360
16674240                                16674240                  EDGEMOOR                                              DE                                   19802                  Townhouse                                                                 7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16674308                                16674308                  VALLEJO                                               CA                                   94590                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361001                                               360
16674309                                16674309                  Hempstead                                             NY                                   11550                  Single Family                                                             8.5                           0.25                    0.59                       0.012                                            7.648                               20361101                                               360
16674321                                16674321                  WEST FALL                                             PA                                   18337                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16674369                                16674369                  Bryan                                                 TX                                   77801                  2-4 Family                                                               7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16673258                                16673258                  MONROE                                                NC                                   28110                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16673262                                16673262                  Indian Trail                                          NC                                   28079                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16674038                                16674038                  Clinton                                               MD                                   20735                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16674093                                16674093                  Lakeland                                              FL                                   33810                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361001                                               360
16674122                                16674122                  HOLLISTON                                             MA                                    1746                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16674166                                16674166                  BRANDON                                               FL                                   33511                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16375358                                16375358                  CHICAGO                                               IL                                   60632                  2-4 Family                                                               8.25                           0.25                       0                       0.012                                            7.988                               20360701                                               360
16384150                                16384150                  FAIRFAX                                               VA                                   22033                  Condominium                                                             7.625                           0.25                       0                       0.012                                            7.363                               20360801                                               360
16672956                                16672956                  MONTGOMERY                                            AL                                   36106                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16672963                                16672963                  MONTGOMERY                                            AL                                   36109                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16672972                                16672972                  MONTGOMERY                                            AL                                   36107                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16672977                                16672977                  CORONA                                                CA                                   92882                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16672997                                16672997                  Delano                                                CA                                   93215                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20461201                                               360
16672887                                16672887                  JASPER                                                GA                                   30143                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16672917                                16672917                  LYNCHBURG                                             VA                                   24502                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16672931                                16672931                  MONTGOMERY                                            AL                                   36111                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16672935                                16672935                  GARNER                                                NC                                   27529                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16672936                                16672936                  Camden Wyoming                                        DE                                   19934                  Single Family                                                           8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16672945                                16672945                  MONTGOMERY                                            AL                                   36109                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16672946                                16672946                  ALTOONA                                               IA                                   50009                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16672807                                16672807                  VENTNOR CITY                                          NJ                                    8406                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16672795                                16672795                  KENOSHA                                               WI                                   53142                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16672746                                16672746                  LAKE CARROLL                                          IL                                   61046                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16672575                                16672575                  PAHRUMP                                               NV                                   89060                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16672600                                16672600                  Cape Coral                                            FL                                   33904                  Condominium                                                                 7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16672666                                16672666                  GREER                                                 SC                                   29650                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16672690                                16672690                  SAINT SIMONS IS                                       GA                                   31522                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16672516                                16672516                  Rockville                                             MD                                   20853                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16672454                                16672454                  Geneva                                                IL                                   60134                  Townhouse                                                                 6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16672457                                16672457                  Saint Charles                                         IL                                   60175                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16672459                                16672459                  Saint Charles                                         IL                                   60175                  Townhouse                                                                6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16672351                                16672351                  Atlanta                                               GA                                   30354                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16672352                                16672352                  Atlanta                                               GA                                   30354                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16672358                                16672358                  CLINTON                                               MD                                   20735                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16670959                                16670959                  Arlington                                             TX                                   76014                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16670987                                16670987                  Eagle Pass                                            TX                                   78852                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20360901                                               360
16670711                                16670711                  BOSTON                                                MA                                    2115                  Hi-Rise Condo                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16670568                                16670568                  KATY                                                  TX                                   77449                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16670575                                16670575                  ROCKVILLE CENTER                                      NY                                   11570                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16670596                                16670596                  ALOHA                                                 OR                                   97006                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20461101                                               360
16670610                                16670610                  ANNA                                                  TX                                   75409                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16670486                                16670486                  Mesa                                                  AZ                                   85203                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16670533                                16670533                  SAINT LOUIS                                           MO                                   63115                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16670394                                16670394                  LIVONIA                                               MI                                   48154                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16670400                                16670400                  York                                                  PA                                   17408                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16667469                                16667469                  Blythewood                                            SC                                   29016                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16670296                                16670296                  Fraser                                                MI                                   48026                  Condominium                                                               8.5                           0.25                       0                       0.012                                            8.238                               20361201                                               360
16670309                                16670309                  FAIRFAX                                               VA                                   22031                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16670343                                16670343                  HOOKSETT                                              NH                                    3106                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20461101                                               360
16667461                                16667461                  Newport News                                          VA                                   23601                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16667436                                16667436                  Jeffers                                               MN                                   56145                  Single Family                                                            8.75                           0.25                    1.54                       0.012                                            6.948                               20361001                                               360
16667361                                16667361                  ROSEMONT                                              MN                                   55068                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16667390                                16667390                  Converse                                              TX                                   78109                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16667409                                16667409                  Orlando                                               FL                                   32828                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16667284                                16667284                  San Antonio                                           TX                                   78245                  Single Family                                                             9.5                           0.25                    0.87                       0.012                                            8.368                               20361101                                               360
16667105                                16667105                  Chattanooga                                           TN                                   37411                  2-4 Family                                                                  8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16667112                                16667112                  BOSSIER CITY                                          LA                                   71112                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16667113                                16667113                  CHARLOTT HALL                                         MD                                   20622                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16667118                                16667118                  Wesley Chapel                                         FL                                   33543                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20461101                                               360
16667133                                16667133                  NEW YORK                                              NY                                   10019                  Condominium                                                             7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16667136                                16667136                  MARKHAM                                               IL                                   60428                  Single Family                                                           8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16667140                                16667140                  SARATOGA SPRINGS                                      UT                                   84043                  Single Family                                                           8.125                           0.25                    1.18                       0.012                                            6.683                               20361101                                               360
16667179                                16667179                  CHATTANOOGA                                           TN                                   37404                  2-4 Family                                                                  8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16667199                                16667199                  CHATTANOOGA                                           TN                                   37404                  2-4 Family                                                                  8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16667206                                16667206                  N Versailles                                          PA                                   15137                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16652160                                16652160                  FORT MILL                                             SC                                   29715                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20360701                                               360
16666875                                16666875                  Harleyville                                           SC                                   29448                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16652183                                16652183                  FATE                                                  TX                                   75087                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20360601                                               360
16666803                                16666803                  Round Lake Beach                                      IL                                   60073                  Single Family                                                           8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16666751                                16666751                  HOUSTON                                               TX                                   77084                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16666783                                16666783                  HUNTINGTON STATION                                    NY                                   11746                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16666784                                16666784                  GORE                                                  VA                                   22637                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16666789                                16666789                  QUEEN CREEK                                           AZ                                   85242                  PUD                                                                     8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16665779                                16665779                  Miami                                                 FL                                   33179                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16665784                                16665784                  RINGWOOD                                              NJ                                    7456                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16665787                                16665787                  BAILEY                                                NC                                   27807                  Single Family                                                           8.125                           0.25                    1.16                       0.012                                            6.703                               20361101                                               360
16665847                                16665847                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665849                                16665849                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665855                                16665855                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665860                                16665860                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665868                                16665868                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665872                                16665872                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665882                                16665882                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665884                                16665884                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665888                                16665888                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665894                                16665894                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665898                                16665898                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665899                                16665899                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665900                                16665900                  CONROE                                                TX                                   77301                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16665912                                16665912                  LAS VEGAS                                             NV                                   89141                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16665499                                16665499                  Peoria                                                AZ                                   85383                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16665532                                16665532                  ALBANY                                                MN                                   56307                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16665567                                16665567                  COVINA                                                CA                                   91722                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20461001                                               360
16665579                                16665579                  MILWAUKEE                                             WI                                   53206                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16664434                                16664434                  Palmdale                                              CA                                   93552                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20461101                                               360
16664455                                16664455                  PHOENIX                                               AZ                                   85016                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16665456                                16665456                  Sunman                                                IN                                   47041                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16665468                                16665468                  San Antonio                                           TX                                   78221                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16665473                                16665473                  TAMIMENT                                              PA                                   18371                  Condominium                                                                 7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16664378                                16664378                  Statham                                               GA                                   30666                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16664330                                16664330                  LITHONIA                                              GA                                   30038                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16664333                                16664333                  KNIGHTDALE                                            NC                                   27545                  PUD                                                                       8.5                           0.25                    0.74                       0.012                                            7.498                               20361001                                               360
16664055                                16664055                  LUFKIN                                                TX                                   75904                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16664271                                16664271                  Pearland                                              TX                                   77584                  PUD                                                                       8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16664273                                16664273                  CONCORD                                               NC                                   28025                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16664286                                16664286                  BROOKLYN                                              MD                                   21225                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16663990                                16663990                  Savannah                                              GA                                   31404                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16663961                                16663961                  Aventura                                              FL                                   33180                  Hi-Rise Condo                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16663902                                16663902                  San Diego                                             CA                                   92110                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16663890                                16663890                  GARDEN GROVE                                          CA                                   92843                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361001                                               360
16663864                                16663864                  UNIVERSITY PARK                                       IL                                   60466                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16663824                                16663824                  SMYRNA                                                DE                                   19977                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16681813                                16681813                  NAPLES                                                FL                                   34117                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16350228                                16350228                  ORLANDO                                               FL                                   32828                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20351201                                               360
16591528                                16591528                  ROCKLAND                                              MA                                    2370                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20360901                                               360
16562524                                16562524                  LAFAYETTE                                             CO                                   80026                  Townhouse                                                               6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16595320                                16595320                  Snellville                                            GA                                   30039                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361001                                               360
16571946                                16571946                  BALTIMORE                                             MD                                   21224                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16663777                                16663777                  Garland                                               TX                                   75043                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16663731                                16663731                  VIENNA                                                VA                                   22182                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20461101                                               360
16772826                                16772826                  Temple                                                TX                                   76502                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16713393                                16713393                  Clinton                                               MD                                   20735                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20470101                                               360
16691838                                16691838                  Celina                                                TX                                   75009                  PUD                                                                       7.5                           0.25                    0.73                       0.012                                            6.508                               20361201                                               360
16693205                                16693205                  Miami                                                 FL                                   33161                  Condominium                                                                 8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16700135                                16700135                  Brookfield                                            CT                                    6804                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20461201                                               360
16709225                                16709225                  South Mountain                                        PA                                   17261                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16696144                                16696144                  Anthem                                                AZ                                   85086                  Single Family                                                           7.999                           0.25                       0                       0.012                                            7.737                               20361201                                               360
16696321                                16696321                  Clifton                                               NJ                                    7011                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16696437                                16696437                  NEW ORLEANS                                           LA                                   70114                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16696461                                16696461                  MCKEESPORT                                            PA                                   15132                  Single Family                                                            8.75                           0.25                    1.23                       0.012                                            7.258                               20361101                                               360
16692197                                16692197                  ALPHARETTA                                            GA                                   30005                  PUD                                                                      6.25                           0.25                       0                       0.012                                            5.988                               20360801                                               360
16692485                                16692485                  BRIGHAM                                               UT                                   84302                  2-4 Family                                                               7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16693912                                16693912                  LAHAINA                                               HI                                   96761                  Condominium                                                              8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16688495                                16688495                  Miami                                                 FL                                   33155                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16681283                                16681283                  ORO VALLEY                                            AZ                                   85704                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16681501                                16681501                  Greensboro                                            NC                                   27403                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16681796                                16681796                  JEFFERSON                                             GA                                   30549                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16685908                                16685908                  Jacksonville                                          FL                                   32244                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16655784                                16655784                  Milwaukee                                             WI                                   53219                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461201                                               360
16655836                                16655836                  Des Plaines                                           IL                                   60016                  Townhouse                                                               7.375                           0.25                     0.6                       0.012                                            6.513                               20361001                                               360
16663577                                16663577                  South Padre Island                                    TX                                   78597                  Condominium                                                                 7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16663667                                16663667                  Kennebunkport                                         ME                                    4046                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16680324                                16680324                  HUNTSVILLE                                            AL                                   35811                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16610994                                16610994                  Stone Mountain                                        GA                                   30083                  2-4 Family                                                                7.5                           0.25                    0.48                       0.012                                            6.758                               20461101                                               360
16569853                                16569853                  Justin                                                TX                                   76247                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16638624                                16638624                  HOUSTON                                               TX                                   77009                  Single Family                                                           7.875                           0.25                    0.44                       0.012                                            7.173                               20361001                                               360
16610090                                16610090                  ELLENWOOD                                             GA                                   30294                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20360901                                               360
16612791                                16612791                  SAN ANTONIO                                           TX                                   78247                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16604398                                16604398                  Chicago                                               IL                                   60611                  Hi-Rise Condo                                                           7.625                           0.25                       0                       0.012                                            7.363                               20360901                                               360
16603822                                16603822                  CHARLOTTE                                             NC                                   28277                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16599655                                16599655                  BALTIMORE                                             MD                                   21211                  2-4 Family                                                                  7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16597371                                16597371                  JACKSONVILLE                                          FL                                   32218                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16574848                                16574848                  Cape Coral                                            FL                                   33991                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20360901                                               360
16684774                                16684774                  NORWALK                                               CA                                   90650                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16674372                                16674372                  Davis                                                 CA                                   95616                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461101                                               360
16662675                                16662675                  PEACHTREE CITY                                        GA                                   30269                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16662666                                16662666                  COVINGTON                                             GA                                   30016                  PUD                                                                      8.25                           0.25                       0                       0.012                                            7.988                               20361001                                               360
16662668                                16662668                  SNELLVILLE                                            GA                                   30078                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16662655                                16662655                  Columbus                                              PA                                   16405                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16662634                                16662634                  Sanford                                               FL                                   32771                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16665549                                16665549                  RICHMOND                                              VA                                   23235                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16665854                                16665854                  COLUMBUS                                              OH                                   43213                  2-4 Family                                                                9.5                           0.25                       0                       0.012                                            9.238                               20361101                                               360
16665876                                16665876                  COLUMBUS                                              OH                                   43213                  2-4 Family                                                                9.5                           0.25                       0                       0.012                                            9.238                               20361101                                               360
16665908                                16665908                  COLUMBUS                                              OH                                   43213                  2-4 Family                                                                9.5                           0.25                       0                       0.012                                            9.238                               20361101                                               360
16665919                                16665919                  Hyattsville                                           MD                                   20782                  Townhouse                                                                6.75                           0.25                       0                       0.012                                            6.488                               20461001                                               360
16670386                                16670386                  NASHUA                                                NH                                    3064                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16670423                                16670423                  Lancaster                                             CA                                   93536                  Single Family                                                           6.999                           0.25                       0                       0.012                                            6.737                               20461101                                               360
16670948                                16670948                  Little Elm                                            TX                                   75068                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16664272                                16664272                  WINSTON SALEM                                         NC                                   27107                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361001                                               360
16656795                                16656795                  WESTMINSTER                                           CO                                   80021                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16656871                                16656871                  DENVER                                                CO                                   80205                  Condominium                                                             6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16662204                                16662204                  NAPLES                                                FL                                   34120                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16662233                                16662233                  St Augustine                                          FL                                   32095                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16697824                                16697824                  JOSHUA TREE                                           CA                                   92252                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16707721                                16707721                  New Orleans                                           LA                                   70113                  2-4 Family                                                               7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16611280                                16611280                  Lexington                                             SC                                   29073                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16611320                                16611320                  Pinellas Park                                         FL                                   33782                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16611600                                16611600                  Toxaway                                               NC                                   28747                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16611663                                16611663                  COLUMBUS                                              GA                                   31909                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361001                                               360
16609908                                16609908                  Port Saint Lucie                                      FL                                   34952                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16609963                                16609963                  DESOTO                                                TX                                   75115                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16609718                                16609718                  Fort Madison                                          IA                                   52627                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16610113                                16610113                  SPEARFISH                                             SD                                   57783                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16610120                                16610120                  Pflugerville                                          TX                                   78660                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16652241                                16652241                  MANOR                                                 TX                                   78653                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361001                                               360
16652232                                16652232                  SPARKS                                                NV                                   89436                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16674050                                16674050                  Vancouver                                             WA                                   98682                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16634529                                16634529                  RICHARDSON                                            TX                                   75248                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20360901                                               360
16606119                                16606119                  Newark                                                NJ                                    7105                  2-4 Family                                                              7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16650432                                16650432                  Upper Marlboro                                        MD                                   20772                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20461101                                               360
16605660                                16605660                  Angleton                                              TX                                   77515                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361001                                               360
16605795                                16605795                  CALEXICO                                              CA                                   92231                  2-4 Family                                                               7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16605903                                16605903                  GERMANTOWN                                            MD                                   20874                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16604388                                16604388                  Kingston                                              NH                                    3848                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20360901                                               360
16604120                                16604120                  Stephens City                                         VA                                   22655                  Townhouse                                                                7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16652190                                16652190                  ALLEN                                                 TX                                   75002                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20360901                                               360
16564505                                16564505                  Miami                                                 FL                                   33138                  2-4 Family                                                              8.125                           0.25                       0                       0.012                                            7.863                               20361001                                               360
16646289                                16646289                  Chesapeake                                            VA                                   23320                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16606050                                16606050                  WALLINGFORD                                           PA                                   19086                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16387566                                16387566                  Champions Gate                                        FL                                   33896                  Condominium                                                             7.999                           0.25                       0                       0.012                                            7.737                               20360801                                               360
16604067                                16604067                  GRANDVIEW                                             TX                                   76050                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16603958                                16603958                  WILLISTON                                             ND                                   58801                  2-4 Family                                                              8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16599383                                16599383                  Murrells Inlet                                        SC                                   29576                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16599634                                16599634                  GRAND JCT                                             CO                                   81503                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16597418                                16597418                  LAKE IN THE HILLS                                     IL                                   60156                  Condominium                                                             7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16597714                                16597714                  Bella Vista                                           AR                                   72714                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16595338                                16595338                  Kyle                                                  TX                                   78640                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16596525                                16596525                  Fort Mill                                             SC                                   29715                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361001                                               360
16591255                                16591255                  Charlotte                                             NC                                   28277                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16591298                                16591298                  ATLANTIC BCH                                          FL                                   32233                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16591507                                16591507                  Humble                                                TX                                   77396                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20360901                                               360
16594883                                16594883                  Annandale                                             VA                                   22003                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16585625                                16585625                  GOLDEN                                                CO                                   80403                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16585637                                16585637                  MURRAY                                                UT                                   84107                  Condominium                                                              7.75                           0.25                       0                       0.012                                            7.488                               20360901                                               360
16585812                                16585812                  Lawrenceville                                         GA                                   30044                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16571944                                16571944                  COLLEGE STATION                                       TX                                   77845                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16572039                                16572039                  Mcdonough                                             GA                                   30253                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20360901                                               360
16574899                                16574899                  WASHINGTON                                            DC                                   20020                  2-4 Family                                                                  8                           0.25                    0.94                       0.012                                            6.798                               20361001                                               360
16570328                                16570328                  Leesburg                                              VA                                   20175                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16570491                                16570491                  DORAL                                                 FL                                   33178                  Townhouse                                                               8.875                           0.25                       0                       0.012                                            8.613                               20360901                                               360
16571514                                16571514                  FALLS CHURCH                                          VA                                   22042                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20360901                                               360
16568797                                16568797                  Hubert                                                NC                                   28539                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16568852                                16568852                  LAKEWOOD                                              CA                                   90713                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360901                                               360
16567772                                16567772                  Kansas City                                           MO                                   64127                  Single Family                                                               9                           0.25                       0                       0.012                                            8.738                               20361001                                               360
16567674                                16567674                  Gainesville                                           GA                                   30507                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16567354                                16567354                  BETHESDA                                              MD                                   20816                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16564767                                16564767                  Kansas City                                           MO                                   64130                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361001                                               360
16564927                                16564927                  Corona                                                CA                                   92881                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20360901                                               360
16562519                                16562519                  ABILENE                                               TX                                   79605                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16563093                                16563093                  Austin                                                TX                                   78735                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16549765                                16549765                  ALLEN                                                 TX                                   75002                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20360901                                               360
16546209                                16546209                  LEWISVILLE                                            TX                                   75067                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20360901                                               360
16546213                                16546213                  HUNTINGTON STATION                                    NY                                   11746                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16544133                                16544133                  MOODY                                                 AL                                   35004                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20360901                                               360
16544149                                16544149                  Freeburg                                              IL                                   62243                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16543940                                16543940                  Swansea                                               SC                                   29160                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16540363                                16540363                  CHARLOTTE                                             NC                                   28213                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16540399                                16540399                  RIVERDALE                                             MD                                   20737                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20360901                                               360
16540430                                16540430                  CO SPGS                                               CO                                   80922                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20360901                                               360
16638610                                16638610                  CONYERS                                               GA                                   30012                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16663746                                16663746                  Millbrook                                             AL                                   36054                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16674269                                16674269                  DEARBORN HEIGHTS                                      MI                                   48125                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16681649                                16681649                  ROSAMOND                                              CA                                   93560                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16419499                                16419499                  Worcester                                             MA                                    1605                  2-4 Family                                                                6.5                           0.25                       0                       0.012                                            6.238                               20360901                                               360
16407393                                16407393                  Weston                                                FL                                   33326                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20360901                                               360
16419087                                16419087                  BROOKLYN                                              NY                                   11214                  2-4 Family                                                               6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16419338                                16419338                  WASHINGTON                                            DC                                   20009                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16406827                                16406827                  POMPANO BEACH                                         FL                                   33064                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20360801                                               360
16407046                                16407046                  Miramar                                               FL                                   33025                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16803559                                16803559                  STANSBURY PARK                                        UT                                   84074                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20470101                                               360
16662214                                16662214                  Riverside                                             CA                                   92501                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20461201                                               360
16713751                                16713751                  Fort Myers                                            FL                                   33917                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16714133                                16714133                  Maywood                                               CA                                   90270                  2-4 Family                                                              6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16728467                                16728467                  CONNELL                                               WA                                   99326                  Single Family                                                            9.25                           0.25                    0.65                       0.012                                            8.338                               20361201                                               360
16729835                                16729835                  Houston                                               TX                                   77014                  PUD                                                                       8.5                           0.25                       0                       0.012                                            8.238                               20361201                                               360
16646317                                16646317                  MESA                                                  AZ                                   85201                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16649057                                16649057                  San Antonio                                           TX                                   78228                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16658970                                16658970                  Montgomery                                            AL                                   36108                  Single Family                                                           9.625                           0.25                     0.8                       0.012                                            8.563                               20361001                                               360
16666810                                16666810                  LAKE DALLAS                                           TX                                   75065                  PUD                                                                      8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16676886                                16676886                  Raleigh                                               NC                                   27604                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16594836                                16594836                  WYLIE                                                 TX                                   75098                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361001                                               360
16692160                                16692160                  ROUND ROCK                                            TX                                   78664                  PUD                                                                     8.375                           0.25                       0                       0.012                                            8.113                               20360801                                               360
16696358                                16696358                  FORNEY                                                TX                                   75126                  Single Family                                                           9.125                           0.25                       0                       0.012                                            8.863                               20361101                                               360
16697589                                16697589                  RICHARDSON                                            TX                                   75080                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16674173                                16674173                  GREAT FALLS                                           MT                                   59401                  Single Family                                                           8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16665513                                16665513                  KENSINGTON                                            MD                                   20895                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16646631                                16646631                  Fruit Heights                                         UT                                   84037                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20360901                                               360
16692096                                16692096                  PFLUGERVILLE                                          TX                                   78660                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361001                                               360
16662136                                16662136                  WITCHFIELD                                            AZ                                   85340                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16662089                                16662089                  HOUSTON                                               TX                                   77083                  PUD                                                                      8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16662101                                16662101                  Fullerton                                             CA                                   92832                  Single Family                                                           7.625                           0.25                    0.63                       0.012                                            6.733                               20360901                                               360
16405586                                16405586                  College Park                                          GA                                   30349                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20360901                                               360
16402294                                16402294                  Conyers                                               GA                                   30012                  PUD                                                                      8.25                           0.25                       0                       0.012                                            7.988                               20361001                                               360
16404072                                16404072                  Arlington                                             TX                                   76015                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20360801                                               360
16730002                                16730002                  MADISON                                               AL                                   35758                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16730034                                16730034                  VAN NUYS                                              CA                                   91401                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16729547                                16729547                  JOLIET                                                IL                                   60435                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16731461                                16731461                  San Clemente                                          CA                                   92673                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16731469                                16731469                  STONE MOUNTAIN                                        GA                                   30083                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16731490                                16731490                  Hilton Head Island                                    SC                                   29928                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16729554                                16729554                  Sacramento                                            CA                                   95815                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20461201                                               360
16729555                                16729555                  Seguin                                                TX                                   78155                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361201                                               360
16729556                                16729556                  Naples                                                FL                                   34119                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16729598                                16729598                  ORLANDO                                               FL                                   32818                  Single Family                                                               9                           0.25                       0                       0.012                                            8.738                               20361201                                               360
16729669                                16729669                  Naples                                                FL                                   34114                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16729807                                16729807                  SHERMAN OAKS                                          CA                                   91401                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16729837                                16729837                  MADISONVILLE                                          LA                                   70447                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16729841                                16729841                  Orlando                                               FL                                   32825                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16729846                                16729846                  DENTON                                                TX                                   76207                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16731498                                16731498                  WINTER PARK                                           CO                                   80482                  Condominium                                                               6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16731535                                16731535                  Washington                                            DC                                   20002                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16731547                                16731547                  West Paris                                            ME                                    4289                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16731561                                16731561                  Street                                                MD                                   21154                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16731616                                16731616                  Vancouver                                             WA                                   98684                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20461201                                               360
16729934                                16729934                  Charlotte                                             NC                                   28211                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16729952                                16729952                  Austin                                                TX                                   78734                  Condominium                                                             7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16400393                                16400393                  Upper Marlboro                                        MD                                   20772                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20360901                                               360
16728746                                16728746                  Dallas                                                TX                                   75201                  Condominium                                                                 8                           0.25                       0                       0.012                                            7.738                               20361201                                               360
16728754                                16728754                  Hialeah                                               FL                                   33013                  Hi-Rise Condo                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16728762                                16728762                  LOS ANGELES                                           CA                                   90032                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16728776                                16728776                  Los Angeles                                           CA                                   90062                  2-4 Family                                                              6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16728781                                16728781                  SAVAGE                                                MN                                   55378                  Townhouse                                                               6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16728787                                16728787                  Waxhaw                                                NC                                   28173                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16728818                                16728818                  Orlando                                               FL                                   32835                  Condominium                                                              7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16728893                                16728893                  LAKEWOOD                                              CO                                   80232                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16728906                                16728906                  Los Angeles                                           CA                                   90062                  2-4 Family                                                              6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16728908                                16728908                  Desert Hot Springs                                    CA                                   92240                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16729396                                16729396                  LONG VIEW                                             TX                                   75065                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16729433                                16729433                  PAHRUMP                                               NV                                   89048                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361201                                               360
16729452                                16729452                  QUEENS VILLAGE                                        NY                                   11428                  2-4 Family                                                                6.5                           0.25                       0                       0.012                                            6.238                               20370101                                               360
16728293                                16728293                  Birmingham                                            AL                                   35208                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16728302                                16728302                  Allen                                                 TX                                   75002                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16728523                                16728523                  Louisville                                            KY                                   40211                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16728594                                16728594                  Cottage Hills                                         IL                                   62018                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16728394                                16728394                  Roswell                                               GA                                   30075                  Condominium                                                               6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16728427                                16728427                  Pompano Beach                                         FL                                   33064                  Single Family                                                           8.625                           0.25                       0                       0.012                                            8.363                               20461201                                               360
16728643                                16728643                  AUBURNDALE                                            FL                                   33823                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16728699                                16728699                  WINSTED                                               MN                                   55395                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16722842                                16722842                  Blooming Glen                                         PA                                   18911                  Single Family                                                            7.25                           0.25                    1.27                       0.012                                            5.718                               20361201                                               360
16728028                                16728028                  SUNRISE                                               FL                                   33313                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20461201                                               360
16727948                                16727948                  Stillwater                                            NJ                                    7860                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16721623                                16721623                  Las Vegas                                             NV                                   89134                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16721514                                16721514                  San Francisco                                         CA                                   94116                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16728287                                16728287                  Prosper                                               TX                                   75078                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16721572                                16721572                  Philadelphia                                          PA                                   19121                  2-4 Family                                                              8.125                           0.25                       0                       0.012                                            7.863                               20361201                                               360
16717901                                16717901                  Wilmington                                            MA                                    1887                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20470101                                               360
16717903                                16717903                  Vallejo                                               CA                                   94590                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16717897                                16717897                  Rodeo                                                 CA                                   94572                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16718005                                16718005                  LOS ANGELES                                           CA                                   91335                  Condominium                                                              7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16709317                                16709317                  Philadelphia                                          PA                                   19148                  Townhouse                                                                   8                           0.25                       0                       0.012                                            7.738                               20461201                                               360
16709332                                16709332                  Philadelphia                                          PA                                   19145                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20470101                                               360
16706280                                16706280                  Philadelphia                                          PA                                   19115                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20461201                                               360
16706306                                16706306                  Tucson                                                AZ                                   85704                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16706329                                16706329                  Jacksonville                                          NC                                   28540                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16723960                                16723960                  Springfield                                           VA                                   22152                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16728228                                16728228                  San Antonio                                           TX                                   78207                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16710509                                16710509                  Griffin                                               GA                                   30223                  Single Family                                                               8                           0.25                     0.6                       0.012                                            7.138                               20361201                                               360
16713385                                16713385                  Philadelphia                                          PA                                   19145                  Townhouse                                                               8.375                           0.25                       0                       0.012                                            8.113                               20470101                                               360
16713357                                16713357                  Springfield                                           VA                                   22152                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20461201                                               360
16714554                                16714554                  McAllen                                               TX                                   78504                  Single Family                                                           9.125                           0.25                       0                       0.012                                            8.863                               20361201                                               360
16709217                                16709217                  Lagrange                                              GA                                   30241                  Single Family                                                           7.875                           0.25                     1.6                       0.012                                            6.013                               20470101                                               360
16709219                                16709219                  Hemet                                                 CA                                   92544                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16709268                                16709268                  Jacksonville                                          NC                                   28546                  Single Family                                                               8                           0.25                    0.71                       0.012                                            7.028                               20361201                                               360
16728251                                16728251                  CABOT                                                 AR                                   72023                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16709303                                16709303                  Philadelphia                                          PA                                   19148                  Townhouse                                                                   8                           0.25                       0                       0.012                                            7.738                               20461201                                               360
16709312                                16709312                  Philadelphia                                          PA                                   19148                  Townhouse                                                                   8                           0.25                       0                       0.012                                            7.738                               20461201                                               360
16697316                                16697316                  Englewood                                             FL                                   34223                  2-4 Family                                                              7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16700045                                16700045                  Brighton                                              CO                                   80601                  PUD                                                                      7.75                           0.25                    0.54                       0.012                                            6.948                               20361101                                               360
16697200                                16697200                  TAMPA                                                 FL                                   33634                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20461201                                               360
16723895                                16723895                  GOODYEAR                                              AZ                                   85338                  PUD                                                                       9.5                           0.25                    0.82                       0.012                                            8.418                               20361201                                               360
16693108                                16693108                  Delray Beach                                          FL                                   33446                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16687850                                16687850                  Mountain House                                        CA                                   95391                  Single Family                                                           7.625                           0.25                    0.23                       0.012                                            7.133                               20361101                                               360
16688004                                16688004                  Lancaster                                             CA                                   93534                  Single Family                                                           6.625                           0.25                    0.86                       0.012                                            5.503                               20461101                                               360
16692007                                16692007                  Springfield                                           MO                                   65804                  2-4 Family                                                                7.5                           0.25                       0                       0.012                                            7.238                               20461101                                               360
16693094                                16693094                  Marietta                                              GA                                   30008                  Townhouse                                                               7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16693172                                16693172                  Jacksonville                                          FL                                   32210                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16687912                                16687912                  Phoenix                                               AZ                                   85032                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16685632                                16685632                  Pease                                                 MN                                   56363                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16685501                                16685501                  University Place                                      WA                                   98467                  2-4 Family                                                                6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16685502                                16685502                  University Place                                      WA                                   98467                  2-4 Family                                                              6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16685293                                16685293                  Conyers                                               GA                                   30013                  PUD                                                                     7.125                           0.25                    0.53                       0.012                                            6.333                               20361201                                               360
16683797                                16683797                  CARTERSVILLE                                          GA                                   30121                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16685303                                16685303                  Hampton                                               VA                                   23666                  Townhouse                                                               6.375                           0.25                    0.24                       0.012                                            5.873                               20361101                                               360
16685498                                16685498                  Paulden                                               AZ                                   86334                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20470101                                               360
16681015                                16681015                  Baltimore                                             MD                                   21217                  Townhouse                                                               9.375                           0.25                    0.66                       0.012                                            8.453                               20361201                                               360
16681031                                16681031                  Ramsey                                                MN                                   55303                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16723837                                16723837                  DALTON                                                GA                                   30721                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20360801                                               360
16723740                                16723740                  LAS VEGAS                                             NV                                   89113                  PUD                                                                     8.125                           0.25                    1.01                       0.012                                            6.853                               20470101                                               360
16679160                                16679160                  Bryant Pond                                           ME                                    4219                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16679124                                16679124                  South Portland                                        ME                                    4106                  2-4 Family                                                               7.75                           0.25                    0.88                       0.012                                            6.608                               20361201                                               360
16679085                                16679085                  Milwaukee                                             WI                                   53208                  Single Family                                                            8.75                           0.25                    0.87                       0.012                                            7.618                               20461101                                               360
16676386                                16676386                  Saint Francis                                         MN                                   55070                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20461101                                               360
16676353                                16676353                  San Jose                                              CA                                   95125                  2-4 Family                                                                  7                           0.25                       0                       0.012                                            6.738                               20461101                                               360
16675085                                16675085                  Wimberley                                             TX                                   78676                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16671432                                16671432                  Converse                                              TX                                   78109                  PUD                                                                       7.5                           0.25                     0.3                       0.012                                            6.938                               20361101                                               360
16671314                                16671314                  Copperas Cove                                         TX                                   76522                  Single Family                                                               9                           0.25                       0                       0.012                                            8.738                               20361201                                               360
16671482                                16671482                  CUSSETA                                               GA                                   31805                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16671483                                16671483                  Wells                                                 ME                                    4090                  Single Family                                                            7.75                           0.25                    0.57                       0.012                                            6.918                               20361101                                               360
16674891                                16674891                  Los Angeles                                           CA                                   90044                  2-4 Family                                                                  7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16674973                                16674973                  PHENIX CITY                                           AL                                   36867                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16674986                                16674986                  Morristown                                            NJ                                    7960                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20461201                                               360
16675039                                16675039                  Philadelphia                                          PA                                   19124                  Townhouse                                                                 7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16652235                                16652235                  BUCKEYE                                               AZ                                   85326                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16652249                                16652249                  HENDERSON                                             NV                                   89015                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16652256                                16652256                  PLANO                                                 TX                                   75023                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16652257                                16652257                  WEST VALLEY CITY                                      UT                                   84120                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16652259                                16652259                  PROVIDENCE VILLAGE                                    TX                                   76227                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16652214                                16652214                  STOCKTON                                              CA                                   95209                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16644794                                16644794                  LAKE ELSINORE                                         CA                                   92530                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20360901                                               360
16644799                                16644799                  DELANO                                                CA                                   93215                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20360901                                               360
16644800                                16644800                  EMPIRE                                                CA                                   95319                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16644807                                16644807                  BALDWIN PARK                                          CA                                   91706                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20360901                                               360
16644815                                16644815                  TULARE                                                CA                                   93274                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16644823                                16644823                  LAGUNA NIGUEL                                         CA                                   92677                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20360901                                               360
16652152                                16652152                  ELK GROVE                                             CA                                   95757                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20360601                                               360
16652156                                16652156                  MYRTLE BEACH                                          SC                                   29579                  PUD                                                                     7.875                           0.25                       0                       0.012                                            7.613                               20360501                                               360
16652175                                16652175                  TEMPE                                                 AZ                                   85281                  Condominium                                                              7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16652196                                16652196                  NORTH CHARLESTON                                      SC                                   29420                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20360701                                               360
16652199                                16652199                  PHOENIX                                               AZ                                   85023                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16723660                                16723660                  LONGWOOD                                              FL                                   32779                  Condominium                                                             8.875                           0.25                    1.84                       0.012                                            6.773                               20361201                                               360
16723650                                16723650                  Las Vegas                                             NV                                   89122                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16723551                                16723551                  DOVER TOWNSHIP                                        NJ                                    8753                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361201                                               360
16722043                                16722043                  LOCKPORT                                              IL                                   60441                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20461201                                               360
16722050                                16722050                  LOUISVILLE                                            KY                                   40291                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16722058                                16722058                  DENTON                                                TX                                   76201                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16722107                                16722107                  Universal City                                        TX                                   78148                  PUD                                                                      8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16722127                                16722127                  RICE                                                  MN                                   56367                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20360901                                               360
16722160                                16722160                  BALTIMORE                                             MD                                   21217                  Single Family                                                            8.75                           0.25                    0.98                       0.012                                            7.508                               20361201                                               360
16722166                                16722166                  Houston                                               TX                                   77095                  PUD                                                                       8.5                           0.25                    1.11                       0.012                                            7.128                               20361201                                               360
16722334                                16722334                  COLLIERVILLE                                          TN                                   38017                  Single Family                                                            8.75                           0.25                    0.79                       0.012                                            7.698                               20361201                                               360
16723057                                16723057                  Marshfield                                            WI                                   54449                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16723060                                16723060                  Miami                                                 FL                                   33015                  Condominium                                                               9.5                           0.25                    1.06                       0.012                                            8.178                               20361201                                               360
16723090                                16723090                  MIAMI                                                 FL                                   33172                  Condominium                                                             9.625                           0.25                    0.98                       0.012                                            8.383                               20361201                                               360
16723096                                16723096                  Thousand Palms                                        CA                                   92276                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20461201                                               360
16723148                                16723148                  MARICOPA                                              AZ                                   85239                  Single Family                                                           7.875                           0.25                    0.62                       0.012                                            6.993                               20361201                                               360
16723269                                16723269                  Orlando                                               FL                                   32822                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16723304                                16723304                  ALVARADO                                              TX                                   76009                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16723395                                16723395                  GOLD BEACH                                            OR                                   97444                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16723458                                16723458                  Philadelphia                                          PA                                   19136                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16723483                                16723483                  Taylor                                                TX                                   76574                  Single Family                                                           8.625                           0.25                    0.63                       0.012                                            7.733                               20361201                                               360
16721938                                16721938                  CONYERS                                               GA                                   30012                  PUD                                                                     8.375                           0.25                    0.79                       0.012                                            7.323                               20361201                                               360
16721950                                16721950                  JACKSON                                               TN                                   38305                  Single Family                                                          10.125                           0.25                    1.29                       0.012                                            8.573                               20361201                                               360
16723523                                16723523                  LAKE GENEVA                                           WI                                   53147                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16601189                                16601189                  SIOUX FALLS                                           SD                                   57104                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16600869                                16600869                  Jacksonville                                          NC                                   28546                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16715039                                16715039                  CHARLOTTE                                             NC                                   28262                  Condominium                                                              9.25                           0.25                       0                       0.012                                            8.988                               20361001                                               360
16595205                                16595205                  Bryan                                                 TX                                   77801                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16709689                                16709689                  NORWICH                                               CT                                    6360                  Condominium                                                              7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16646110                                16646110                  DALLAS                                                TX                                   75243                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16650594                                16650594                  Phoenix                                               AZ                                   85037                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16662179                                16662179                  Sanford                                               FL                                   32771                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16673070                                16673070                  MC KINNEY                                             TX                                   75071                  PUD                                                                       8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16564543                                16564543                  Baltimore                                             MD                                   21215                  2-4 Family                                                              8.375                           0.25                       0                       0.012                                            8.113                               20361001                                               360
16680381                                16680381                  Bakersfield                                           CA                                   93305                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461101                                               360
16672383                                16672383                  WILM                                                  NC                                   28411                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16656363                                16656363                  GIBSONBURG                                            OH                                   43431                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16650257                                16650257                  FORT WRIGHT                                           KY                                   41011                  Townhouse                                                                7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16648773                                16648773                  RALEIGH                                               NC                                   27609                  Single Family                                                            9.25                           0.25                       0                       0.012                                            8.988                               20361101                                               360
16650274                                16650274                  ELY                                                   MO                                   63461                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16713747                                16713747                  BRADENTON                                             FL                                   34207                  2-4 Family                                                               6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16664024                                16664024                  ORCUTT                                                CA                                   93455                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16706484                                16706484                  Hollywood                                             FL                                   33019                  Hi-Rise Condo                                                               8                           0.25                    0.72                       0.012                                            7.018                               20361101                                               360
16680078                                16680078                  Lincoln Park                                          MI                                   48146                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16650233                                16650233                  SHEBOYGAN                                             WI                                   53081                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16666572                                16666572                  Los Angeles                                           CA                                   90003                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16666544                                16666544                  PENSACOLA                                             FL                                   32504                  2-4 Family                                                              6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16669995                                16669995                  Long Prairie                                          MN                                   56347                  Single Family                                                               8                           0.25                    0.61                       0.012                                            7.128                               20361201                                               360
16670195                                16670195                  Stockton                                              CA                                   95204                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16670212                                16670212                  Havre De Grace                                        MD                                   21078                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461101                                               360
16670081                                16670081                  Aurora                                                CO                                   80014                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20461201                                               360
16670114                                16670114                  Pharr                                                 TX                                   78577                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16670141                                16670141                  Augusta                                               GA                                   30904                  Single Family                                                            8.75                           0.25                    0.47                       0.012                                            8.018                               20361101                                               360
16543970                                16543970                  ALAMO                                                 CA                                   94507                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20360901                                               360
16545315                                16545315                  GRAND PRAIRIE                                         TX                                   75054                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20360901                                               360
16545332                                16545332                  WAXAHACHIE                                            TX                                   75165                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20360901                                               360
16551785                                16551785                  STONE MOUNTAIN                                        GA                                   30083                  Condominium                                                              8.75                           0.25                       0                       0.012                                            8.488                               20360801                                               360
16567415                                16567415                  Solomons                                              MD                                   20688                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20360901                                               360
16586023                                16586023                  SAN ANTONIO                                           TX                                   78215                  2-4 Family                                                              8.875                           0.25                       0                       0.012                                            8.613                               20361001                                               360
16651364                                16651364                  PINEHURST                                             NC                                   28374                  Condominium                                                             8.875                           0.25                       0                       0.012                                            8.613                               20361001                                               360
16651501                                16651501                  Waldorf                                               MD                                   20601                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361001                                               360
16651667                                16651667                  Fayetteville                                          GA                                   30215                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16651672                                16651672                  San Antonio                                           TX                                   78247                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16654252                                16654252                  MINNEAPOLIS                                           MN                                   55404                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361001                                               360
16654361                                16654361                  Denver                                                CO                                   80203                  2-4 Family                                                                7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16654429                                16654429                  Chicago                                               IL                                   60613                  Hi-Rise Condo                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16656214                                16656214                  Manchester Township                                   NJ                                    8757                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16656244                                16656244                  NORCROSS                                              GA                                   30071                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16656264                                16656264                  FORKED RIVER                                          NJ                                    8731                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361001                                               360
16656323                                16656323                  Union City                                            NJ                                    7087                  2-4 Family                                                               7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16656481                                16656481                  College Station                                       TX                                   77845                  2-4 Family                                                              7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16656560                                16656560                  KATY                                                  TX                                   77494                  Single Family                                                               8                           0.25                    1.19                       0.012                                            6.548                               20361001                                               360
16656700                                16656700                  Durham                                                NC                                   27707                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361001                                               360
16656922                                16656922                  Burnet                                                TX                                   78611                  Single Family                                                           7.875                           0.25                    0.83                       0.012                                            6.783                               20361001                                               360
16658372                                16658372                  ORANGE CITY                                           FL                                   32763                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361001                                               360
16658445                                16658445                  CINCINNATI                                            OH                                   45215                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16658194                                16658194                  MIAMI                                                 FL                                   33125                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16658146                                16658146                  Prospect Park                                         PA                                   19076                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16658098                                16658098                  Jersey City                                           NJ                                    7305                  2-4 Family                                                              7.125                           0.25                       0                       0.012                                            6.863                               20461101                                               360
16658227                                16658227                  Oxnard                                                CA                                   93030                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16658281                                16658281                  Wilton Manors                                         FL                                   33311                  Condominium                                                             7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16653630                                16653630                  Manchester                                            NH                                    3102                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16661789                                16661789                  Battle Creek                                          MI                                   49014                  Single Family                                                           7.625                           0.25                    0.67                       0.012                                            6.693                               20460101                                               360
16661796                                16661796                  Tracy                                                 CA                                   95377                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16661943                                16661943                  Brick                                                 NJ                                    8723                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16653631                                16653631                  Homestead                                             FL                                   33033                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20461201                                               360
16653675                                16653675                  Springfield                                           MO                                   65807                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20461201                                               360
16655768                                16655768                  Laredo                                                TX                                   78045                  2-4 Family                                                              7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16665294                                16665294                  Cosmos                                                MN                                   56228                  Single Family                                                           8.625                           0.25                       0                       0.012                                            8.363                               20361101                                               360
16655794                                16655794                  Philadelphia                                          PA                                   19147                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16655796                                16655796                  Chesapeake                                            VA                                   23320                  Townhouse                                                               6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16665417                                16665417                  Fort Lauderdale                                       FL                                   33308                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16666558                                16666558                  Fort Lauderdale                                       FL                                   33308                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16666559                                16666559                  Fort Lauderdale                                       FL                                   33308                  Condominium                                                             6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16655877                                16655877                  Brownsville                                           TX                                   78521                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16655889                                16655889                  Rahway                                                NJ                                    7065                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20461101                                               360
16684453                                16684453                  Portland                                              OR                                   97203                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16684513                                16684513                  Keller                                                TX                                   76248                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16684616                                16684616                  RIVERDALE                                             MD                                   20737                  Single Family                                                             9.5                           0.25                       0                       0.012                                            9.238                               20361201                                               360
16684673                                16684673                  PORTLAND                                              OR                                   97266                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16685701                                16685701                  Williamstown                                          NJ                                    8094                  Single Family                                                           7.125                           0.25                    0.61                       0.012                                            6.253                               20361101                                               360
16685790                                16685790                  Atco                                                  NJ                                    8004                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16685913                                16685913                  Indianapolis                                          IN                                   46201                  2-4 Family                                                               8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16685920                                16685920                  ALBUQUERQUE                                           NM                                   87121                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16685952                                16685952                  Denver                                                CO                                   80205                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16685957                                16685957                  Denver                                                CO                                   80205                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16685978                                16685978                  MILWAUKEE                                             WI                                   53210                  2-4 Family                                                               8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16686112                                16686112                  Roslindale                                            MA                                    2131                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16688078                                16688078                  Palm Beach Gardens                                    FL                                   33418                  Single Family                                                            6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16688388                                16688388                  Palm Bay                                              FL                                   32908                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16548817                                16548817                  Stone Mountain                                        GA                                   30088                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20461101                                               360
16638021                                16638021                  Villas                                                NJ                                    8251                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16645765                                16645765                  Sunrise                                               FL                                   33323                  PUD                                                                         7                           0.25                    0.44                       0.012                                            6.298                               20461101                                               360
16658107                                16658107                  BELLEVILLE                                            NJ                                    7109                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20461101                                               360
16670183                                16670183                  Eldersburg                                            MD                                   21784                  Condominium                                                             6.625                           0.25                       0                       0.012                                            6.363                               20461201                                               360
16644789                                16644789                  COALINGA                                              CA                                   93210                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16644790                                16644790                  FRESNO                                                CA                                   93710                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16644812                                16644812                  MODESTO                                               CA                                   95358                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360901                                               360
16644813                                16644813                  MODESTO                                               CA                                   95358                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16673635                                16673635                  PHOENIX                                               AZ                                   85041                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361001                                               360
16673684                                16673684                  HANFORD                                               CA                                   93230                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16697715                                16697715                  Central Islip                                         NY                                   11722                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20461101                                               360
16706574                                16706574                  Freehold                                              NJ                                    7728                  Condominium                                                             7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16707024                                16707024                  Mc Donough                                            GA                                   30252                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16708130                                16708130                  PINE HILL                                             NJ                                    8021                  Condominium                                                               8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16709514                                16709514                  SHERMAN                                               TX                                   75090                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16709699                                16709699                  LOS ANGELES                                           CA                                   90003                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16710772                                16710772                  South Plainfield                                      NJ                                    7080                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16711040                                16711040                  Burleson                                              TX                                   76028                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16711369                                16711369                  Maple Heights                                         OH                                   44137                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16713639                                16713639                  Tuckahoe                                              NY                                   10707                  2-4 Family                                                              6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16713672                                16713672                  FLEMINGTON                                            NJ                                    8822                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16713746                                16713746                  RICHMOND                                              VA                                   23227                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16713924                                16713924                  Henderson                                             NV                                   89044                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16714796                                16714796                  LINCOLN                                               CA                                   95648                  PUD                                                                         6                           0.25                       0                       0.012                                            5.738                               20361101                                               360
16714800                                16714800                  MENIFEE                                               CA                                   92584                  Single Family                                                            6.25                           0.25                       0                       0.012                                            5.988                               20461101                                               360
16715103                                16715103                  MIDLOTHIAN                                            TX                                   76065                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16715311                                16715311                  Port Saint Lucie                                      FL                                   34983                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16717406                                16717406                  CEDAR HILL                                            TX                                   75104                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16717445                                16717445                  Stevensville                                          MD                                   21666                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16717525                                16717525                  ELKHORN CITY                                          KY                                   41522                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16717781                                16717781                  Brunswick                                             MD                                   21758                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16718449                                16718449                  LAS VEGAS                                             NV                                   89121                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20470101                                               360
16718495                                16718495                  VIRGINIA BCH                                          VA                                   23455                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361201                                               360
16718625                                16718625                  MIAMI                                                 FL                                   33126                  Hi-Rise Condo                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16721736                                16721736                  BALTIMORE                                             MD                                   21216                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20461201                                               360
16721975                                16721975                  NEW BEDFORD                                           MA                                    2740                  2-4 Family                                                              7.375                           0.25                    0.57                       0.012                                            6.543                               20361101                                               360
16723080                                16723080                  ROCHESTER                                             MI                                   48307                  Condominium                                                             7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16723576                                16723576                  LONGWOOD                                              FL                                   32779                  Condominium                                                             8.875                           0.25                    2.12                       0.012                                            6.493                               20361201                                               360
16723609                                16723609                  Leland                                                NC                                   28451                  PUD                                                                     8.875                           0.25                    1.32                       0.012                                            7.293                               20361201                                               360
16723842                                16723842                  WADDELL                                               AZ                                   85355                  PUD                                                                       7.5                           0.25                    0.71                       0.012                                            6.528                               20361201                                               360
16728230                                16728230                  Locust Grove                                          GA                                   30248                  PUD                                                                      8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16728273                                16728273                  Dallas                                                TX                                   75219                  Condominium                                                             8.875                           0.25                       0                       0.012                                            8.613                               20361101                                               360
16728573                                16728573                  La Jolla                                              CA                                   92037                  2-4 Family                                                                6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16650990                                16650990                  Epping                                                NH                                    3042                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20461101                                               360
16809565                                16809565                  PHILADELPHIA                                          PA                                   19151                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360901                                               360
16813553                                16813553                  Snellville                                            GA                                   30039                  Single Family                                                           9.375                           0.25                    0.89                       0.012                                            8.223                               20361201                                               360
16649574                                16649574                  Daytona Beach                                         FL                                   32114                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16649717                                16649717                  Goodyear                                              AZ                                   85338                  PUD                                                                     7.375                           0.25                    0.57                       0.012                                            6.543                               20461001                                               360
16638016                                16638016                  Allentown                                             PA                                   18102                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16640467                                16640467                  Allentown                                             PA                                   18102                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16640470                                16640470                  Allentown                                             PA                                   18102                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16648197                                16648197                  MC LEAN                                               VA                                   22101                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16645753                                16645753                  Santee                                                CA                                   92071                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16645766                                16645766                  Lancaster                                             PA                                   17602                  Single Family                                                           7.625                           0.25                    0.94                       0.012                                            6.423                               20461101                                               360
16648166                                16648166                  Philadelphia                                          PA                                   19135                  2-4 Family                                                              8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16638052                                16638052                  Fountain Inn                                          SC                                   29644                  Single Family                                                             8.5                           0.25                    1.32                       0.012                                            6.918                               20361001                                               360
16775296                                16775296                  Snellville                                            GA                                   30039                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20461201                                               360
16633963                                16633963                  Macon                                                 GA                                   31210                  Single Family                                                           6.875                           0.25                     0.2                       0.012                                            6.413                               20361001                                               360
16778503                                16778503                  ATLANTA                                               GA                                   30315                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16784679                                16784679                  HUDSON                                                FL                                   34669                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361201                                               360
16788682                                16788682                  DURHAM                                                NC                                   27707                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16788826                                16788826                  AVON                                                  IN                                   46123                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16807045                                16807045                  GOODYEAR                                              AZ                                   85338                  PUD                                                                      8.75                           0.25                    0.75                       0.012                                            7.738                               20361201                                               360
16807090                                16807090                  SAN ANTONIO                                           TX                                   78222                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361201                                               360
16809630                                16809630                  HIGH POINT                                            NC                                   27265                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16833237                                16833237                  Massapequa                                            NY                                   11758                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16633959                                16633959                  Collegeville                                          PA                                   19426                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361201                                               360
16631262                                16631262                  Hagerstown                                            MD                                   21740                  2-4 Family                                                                7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16630990                                16630990                  Homestead                                             FL                                   33030                  2-4 Family                                                              7.375                           0.25                       0                       0.012                                            7.113                               20461101                                               360
16630996                                16630996                  CARLISLE                                              PA                                   17013                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16633990                                16633990                  Chicago                                               IL                                   60620                  Single Family                                                           7.375                           0.25                    0.48                       0.012                                            6.633                               20361201                                               360
16731717                                16731717                  SURPRISE                                              AZ                                   85379                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16731858                                16731858                  COLUMBIAVILLE                                         MI                                   48421                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16768080                                16768080                  MILWAUKEE                                             WI                                   53205                  2-4 Family                                                                  9                           0.25                     0.9                       0.012                                            7.838                               20361201                                               360
16770805                                16770805                  RICHMOND                                              VA                                   23224                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20360801                                               360
16770928                                16770928                  LANCASTER                                             CA                                   93534                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361201                                               360
16771191                                16771191                  BALTIMORE                                             MD                                   21224                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16771839                                16771839                  DETROIT                                               MI                                   48238                  2-4 Family                                                                9.5                           0.25                       0                       0.012                                            9.238                               20361201                                               360
16729359                                16729359                  MOUNT AIRY                                            MD                                   21771                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16722177                                16722177                  CHARLOTTE                                             NC                                   28262                  Condominium                                                              9.25                           0.25                       0                       0.012                                            8.988                               20361001                                               360
16723159                                16723159                  CLAYTON                                               NC                                   27527                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16728485                                16728485                  SUN CITY                                              AZ                                   85374                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16612464                                16612464                  Barstow                                               CA                                   92311                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16670584                                16670584                  Mcallen                                               TX                                   78504                  Single Family                                                           7.875                           0.25                    0.43                       0.012                                            7.183                               20361101                                               360
16703987                                16703987                  SPRINGFIELD                                           MA                                    1108                  2-4 Family                                                              7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16704446                                16704446                  Milan                                                 IL                                   61264                  Single Family                                                           8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16704515                                16704515                  Daytona Beach                                         FL                                   32118                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16706548                                16706548                  Houston                                               TX                                   77069                  PUD                                                                     7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16706850                                16706850                  DORAL                                                 FL                                   33178                  Condominium                                                             7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16707043                                16707043                  El Paso                                               TX                                   79936                  Single Family                                                            9.75                           0.25                    0.96                       0.012                                            8.528                               20361201                                               360
16656728                                16656728                  Woodstock                                             GA                                   30188                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16672774                                16672774                  Hilton Head                                           SC                                   29928                  PUD                                                                     6.375                           0.25                       0                       0.012                                            6.113                               20361101                                               360
16709936                                16709936                  RICHMOND                                              VA                                   23237                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16616049                                16616049                  Tampa                                                 FL                                   33603                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16710904                                16710904                  MARICOPA                                              AZ                                   85239                  PUD                                                                     6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16713548                                16713548                  Maineville                                            OH                                   45039                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361201                                               360
16713552                                16713552                  BELTON                                                SC                                   29627                  Single Family                                                            8.25                           0.25                    0.65                       0.012                                            7.338                               20361101                                               360
16715160                                16715160                  Temple                                                TX                                   76502                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20360801                                               360
16717152                                16717152                  LITHONIA                                              GA                                   30038                  Townhouse                                                                7.25                           0.25                    0.67                       0.012                                            6.318                               20361201                                               360
16656921                                16656921                  Ellendale                                             MN                                   56026                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16684546                                16684546                  BALDWIN                                               MO                                   63021                  Condominium                                                             8.125                           0.25                       0                       0.012                                            7.863                               20361101                                               360
16651135                                16651135                  Dover                                                 NH                                    3820                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16731479                                16731479                  Baldwin                                               NY                                   11510                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16731488                                16731488                  Leesburg                                              FL                                   34748                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16648949                                16648949                  Homestead                                             FL                                   33035                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16650525                                16650525                  SARASOTA                                              FL                                   34228                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16695673                                16695673                  THORNTON                                              CO                                   80602                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16731978                                16731978                  SAN CLEMENTE                                          CA                                   92673                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361201                                               360
16731998                                16731998                  Canton                                                MI                                   48188                  Condominium                                                             7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16650680                                16650680                  Red Bluff                                             CA                                   96080                  2-4 Family                                                               6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16692541                                16692541                  Silver Spring                                         MD                                   20903                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16710865                                16710865                  Titusville                                            FL                                   32780                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16681837                                16681837                  NAPLES                                                FL                                   34117                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16695635                                16695635                  MARICOPA                                              AZ                                   85239                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16681856                                16681856                  NAPLES                                                FL                                   34117                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16676683                                16676683                  Evington                                              VA                                   24550                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16603841                                16603841                  Syracuse                                              UT                                   84075                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20360901                                               360
16695587                                16695587                  TUCSON                                                AZ                                   85706                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16468165                                16468165                  Davie                                                 FL                                   33326                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361001                                               360
16601807                                16601807                  Virginia Beach                                        VA                                   23452                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16670778                                16670778                  BRENTWOOD                                             TN                                   37027                  Condominium                                                             8.125                           0.25                    1.05                       0.012                                            6.813                               20361101                                               360
16665603                                16665603                  WARREN                                                OH                                   44483                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16665656                                16665656                  MADISONVILLE                                          KY                                   42431                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16681695                                16681695                  VALRICO                                               FL                                   33594                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20461101                                               360
16659058                                16659058                  LANCASTER                                             TX                                   75146                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361101                                               360
16729553                                16729553                  COVINGTON                                             GA                                   30014                  2-4 Family                                                                  9                           0.25                       0                       0.012                                            8.738                               20361201                                               360
16600614                                16600614                  Miami                                                 FL                                   33196                  Condominium                                                              7.25                           0.25                       0                       0.012                                            6.988                               20461101                                               360
16596942                                16596942                  Copperas Cove                                         TX                                   76522                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16599163                                16599163                  Colleyville                                           TX                                   76034                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16718028                                16718028                  LA JOYA                                               TX                                   78560                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16585340                                16585340                  Phoenix                                               AZ                                   85051                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16595934                                16595934                  Longwood                                              FL                                   32779                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16590913                                16590913                  PHARR                                                 TX                                   78577                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361201                                               360
16596033                                16596033                  FLORAL PARK                                           NY                                   11001                  Single Family                                                           9.375                           0.25                       0                       0.012                                            9.113                               20361101                                               360
16673639                                16673639                  LAS VEGAS                                             NV                                   89052                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16728664                                16728664                  ESTES PARK                                            CO                                   80517                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361201                                               360
16695527                                16695527                  PALMDALE                                              CA                                   93552                  Single Family                                                            6.25                           0.25                       0                       0.012                                            5.988                               20361001                                               360
16695566                                16695566                  GRAND PRAIRIE                                         TX                                   75054                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16695602                                16695602                  COMMERCE CITY                                         CO                                   80022                  PUD                                                                     7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16687845                                16687845                  Palm Bay                                              FL                                   32905                  Single Family                                                           6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16693262                                16693262                  Pittsfield                                            NH                                    3263                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361201                                               360
16697252                                16697252                  Brick                                                 NJ                                    8724                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361201                                               360
16700065                                16700065                  SNELLVILLE                                            GA                                   30039                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20470101                                               360
16706234                                16706234                  Cape Coral                                            FL                                   33909                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361201                                               360
16730334                                16730334                  Greensboro                                            NC                                   27405                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361201                                               360
16767493                                16767493                  Montgomery                                            AL                                   36109                  Single Family                                                            9.75                           0.25                       0                       0.012                                            9.488                               20361201                                               360
16671488                                16671488                  Miami                                                 FL                                   33177                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20461201                                               360
16676339                                16676339                  DANVILLE                                              VA                                   24540                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20361201                                               360
16780582                                16780582                  Baltimore                                             MD                                   21234                  Single Family                                                            6.75                           0.25                       0                       0.012                                            6.488                               20461201                                               360
16685285                                16685285                  Olathe                                                CO                                   81425                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20470101                                               360
16697566                                16697566                  Cuyahoga Falls                                        OH                                   44223                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16693848                                16693848                  RIO GRANDE CITY                                       TX                                   78582                  Single Family                                                           7.625                           0.25                    0.32                       0.012                                            7.043                               20361201                                               360
16693856                                16693856                  WHEATON                                               IL                                   60187                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16693893                                16693893                  TUSTIN                                                CA                                   92782                  PUD                                                                         7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16694136                                16694136                  Davenport                                             FL                                   33897                  PUD                                                                     6.875                           0.25                       0                       0.012                                            6.613                               20361101                                               360
16696306                                16696306                  CHICAGO                                               IL                                   60639                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16696376                                16696376                  FARMERSVILLE                                          TX                                   75442                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20361101                                               360
16696411                                16696411                  Gilberts                                              IL                                   60136                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16696640                                16696640                  WINTER HAVEN                                          FL                                   33880                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16688452                                16688452                  Willow Street                                         PA                                   17584                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16692090                                16692090                  WOODBRIDGE                                            VA                                   22192                  PUD                                                                      7.75                           0.25                       0                       0.012                                            7.488                               20361101                                               360
16692095                                16692095                  PFLUGERVILLE                                          TX                                   78660                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20361001                                               360
16693339                                16693339                  Compton                                               CA                                   90220                  Single Family                                                           6.625                           0.25                       0                       0.012                                            6.363                               20361101                                               360
16693392                                16693392                  LONGMONT                                              CO                                   80504                  Townhouse                                                                6.25                           0.25                       0                       0.012                                            5.988                               20361201                                               360
16665660                                16665660                  Los Alamitos                                          CA                                   90720                  2-4 Family                                                                  7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16665820                                16665820                  Port Charlotte                                        FL                                   33952                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360801                                               360
16665823                                16665823                  North Port                                            FL                                   34287                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360801                                               360
16665824                                16665824                  Port Charlotte                                        FL                                   33948                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360801                                               360
16665826                                16665826                  Fort Myers                                            FL                                   33905                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360801                                               360
16681224                                16681224                  East Boston                                           MA                                    2128                  2-4 Family                                                               9.75                           0.25                       0                       0.012                                            9.488                               20460801                                               360
16681320                                16681320                  CO SPGS                                               CO                                   80910                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16681526                                16681526                  HUMBLE                                                TX                                   77346                  Townhouse                                                                   8                           0.25                    0.75                       0.012                                            6.988                               20361101                                               360
16666798                                16666798                  PNTE VDRA BCH                                         FL                                   32082                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361201                                               360
16666866                                16666866                  South Padre Island                                    TX                                   78597                  Condominium                                                             7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16666947                                16666947                  Marina Del Rey                                        CA                                   90292                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20461101                                               360
16667024                                16667024                  Englewood                                             NJ                                    7631                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16667106                                16667106                  PHOENIX                                               AZ                                   85048                  PUD                                                                       6.5                           0.25                       0                       0.012                                            6.238                               20361101                                               360
16667107                                16667107                  NEW ALBANY                                            IN                                   47150                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361001                                               360
16670543                                16670543                  Port Charlotte                                        FL                                   33948                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360801                                               360
16681819                                16681819                  OWINGS MILLS                                          MD                                   21117                  Condominium                                                             7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16670776                                16670776                  COLUMBIA                                              SC                                   29203                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16670986                                16670986                  Joliet                                                IL                                   60431                  Condominium                                                             7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16672450                                16672450                  CANTON                                                OH                                   44708                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361101                                               360
16672499                                16672499                  NORTH LAS VEGAS                                       NV                                   89084                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361101                                               360
16672650                                16672650                  Phoenix                                               AZ                                   85053                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16672736                                16672736                  MOORESVILLE                                           NC                                   28117                  PUD                                                                     6.125                           0.25                       0                       0.012                                            5.863                               20361101                                               360
16672834                                16672834                  CHESAPEAKE                                            VA                                   23323                  Single Family                                                            8.75                           0.25                       0                       0.012                                            8.488                               20361001                                               360
16672848                                16672848                  FOREST HILL                                           MD                                   21050                  PUD                                                                     7.625                           0.25                    1.44                       0.012                                            5.923                               20361201                                               360
16672888                                16672888                  PERU                                                  IN                                   46970                  Single Family                                                            8.25                           0.25                     0.8                       0.012                                            7.188                               20361201                                               360
16673241                                16673241                  Garden City                                           MI                                   48135                  Single Family                                                             8.5                           0.25                       0                       0.012                                            8.238                               20361101                                               360
16674450                                16674450                  SAINT LOUIS                                           MO                                   63109                  2-4 Family                                                              8.875                           0.25                       0                       0.012                                            8.613                               20361001                                               360
16676632                                16676632                  Crossroads                                            TX                                   76227                  PUD                                                                     8.875                           0.25                       0                       0.012                                            8.613                               20361001                                               360
16676721                                16676721                  Elgin                                                 IL                                   60124                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16676774                                16676774                  North Las Vegas                                       NV                                   89084                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16680447                                16680447                  SAN ANTONIO                                           TX                                   78228                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16680692                                16680692                  China                                                 ME                                    4358                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20360801                                               360
16658453                                16658453                  Jersey City                                           NJ                                    7302                  Condominium                                                             6.625                           0.25                       0                       0.012                                            6.363                               20361001                                               360
16658514                                16658514                  Triangle                                              VA                                   22172                  Single Family                                                           6.375                           0.25                       0                       0.012                                            6.113                               20361001                                               360
16658920                                16658920                  JACKSONVILLE                                          FL                                   32256                  Condominium                                                                 7                           0.25                       0                       0.012                                            6.738                               20361101                                               360
16659077                                16659077                  CLEVELAND                                             OH                                   44128                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361001                                               360
16662469                                16662469                  Little Elm                                            TX                                   75068                  Single Family                                                           8.875                           0.25                       0                       0.012                                            8.613                               20361001                                               360
16662472                                16662472                  Buford                                                GA                                   30518                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16662532                                16662532                  Albuquerque                                           NM                                   87122                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361101                                               360
16663813                                16663813                  Richardson                                            TX                                   75081                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16664051                                16664051                  DENVER                                                CO                                   80229                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16664101                                16664101                  RICHMOND                                              VA                                   23234                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16665564                                16665564                  INGLEWOOD                                             CA                                   90302                  Single Family                                                             6.5                           0.25                       0                       0.012                                            6.238                               20361001                                               360
16662090                                16662090                  SANDY                                                 UT                                   84094                  Single Family                                                           7.375                           0.25                    0.57                       0.012                                            6.543                               20361001                                               360
16662268                                16662268                  Paterson                                              NJ                                    7503                  2-4 Family                                                              7.625                           0.25                       0                       0.012                                            7.363                               20361101                                               360
16648680                                16648680                  TAYLORS                                               SC                                   29687                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16361576                                16361576                  Columbus                                              OH                                   43211                  2-4 Family                                                              9.375                           0.25                       0                       0.012                                            9.113                               20360601                                               360
16650162                                16650162                  CHICAGO                                               IL                                   60639                  2-4 Family                                                              7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16646425                                16646425                  Anthem                                                AZ                                   85086                  PUD                                                                     7.125                           0.25                       0                       0.012                                            6.863                               20361101                                               360
16358126                                16358126                  CLAYTON                                               NC                                   27527                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20360901                                               360
16358275                                16358275                  Mundelein                                             IL                                   60060                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20360701                                               360
16358335                                16358335                  PARK CITY                                             UT                                   84060                  PUD                                                                         8                           0.25                       0                       0.012                                            7.738                               20360901                                               360
16643824                                16643824                  W Brookfield                                          MA                                    1585                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16643874                                16643874                  Glen Gardner                                          NJ                                    8826                  Single Family                                                               7                           0.25                       0                       0.012                                            6.738                               20360901                                               360
16644139                                16644139                  Springfield                                           MO                                   65804                  Single Family                                                            8.25                           0.25                       0                       0.012                                            7.988                               20361101                                               360
16646065                                16646065                  GLENDALE                                              AZ                                   85303                  Single Family                                                           7.875                           0.25                    0.72                       0.012                                            6.893                               20360901                                               360
16646181                                16646181                  AUSTIN                                                TX                                   78749                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16641215                                16641215                  Naples                                                FL                                   34116                  2-4 Family                                                              7.875                           0.25                       0                       0.012                                            7.613                               20361001                                               360
16643616                                16643616                  Maricopa                                              AZ                                   85239                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20361001                                               360
16643724                                16643724                  DUNDALK                                               MD                                   21222                  Townhouse                                                                 7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16611698                                16611698                  Arlington                                             TX                                   76017                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20361001                                               360
16613119                                16613119                  Hagerstown                                            MD                                   21742                  Single Family                                                           7.375                           0.25                       0                       0.012                                            7.113                               20361001                                               360
16616144                                16616144                  Hyattsville                                           MD                                   20785                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361001                                               360
16628930                                16628930                  University Park                                       IL                                   60466                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20361001                                               360
16629205                                16629205                  College Park                                          GA                                   30349                  Single Family                                                           7.625                           0.25                       0                       0.012                                            7.363                               20361001                                               360
16634515                                16634515                  Colorado Springs                                      CO                                   80911                  Single Family                                                           7.125                           0.25                       0                       0.012                                            6.863                               20361001                                               360
16610153                                16610153                  Henderson                                             NV                                   89044                  Single Family                                                             7.5                           0.25                       0                       0.012                                            7.238                               20361101                                               360
16597265                                16597265                  Chester                                               MD                                   21619                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20361101                                               360
16597447                                16597447                  PEORIA                                                AZ                                   85382                  PUD                                                                      6.75                           0.25                       0                       0.012                                            6.488                               20361001                                               360
16597547                                16597547                  Kingwood                                              TX                                   77345                  PUD                                                                      7.25                           0.25                       0                       0.012                                            6.988                               20360901                                               360
16600903                                16600903                  DEPOSIT                                               NY                                   13754                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20361101                                               360
16602660                                16602660                  SAN DIEGO                                             CA                                   91945                  Single Family                                                            7.25                           0.25                       0                       0.012                                            6.988                               20360901                                               360
16604221                                16604221                  Los Angeles                                           CA                                   90065                  Single Family                                                            7.75                           0.25                       0                       0.012                                            7.488                               20360801                                               360
16605902                                16605902                  Fair Oaks Ranch                                       TX                                   78015                  PUD                                                                       7.5                           0.25                       0                       0.012                                            7.238                               20360901                                               360
16420756                                16420756                  berwyn                                                IL                                   60402                  Single Family                                                               8                           0.25                       0                       0.012                                            7.738                               20460901                                               360
16468368                                16468368                  Atlanta                                               GA                                   30311                  2-4 Family                                                             10.125                           0.25                       0                       0.012                                            9.863                               20360601                                               360
16419128                                16419128                  Bridgeport                                            CT                                    6610                  Single Family                                                           8.375                           0.25                       0                       0.012                                            8.113                               20360801                                               360
16406878                                16406878                  Chesapeake                                            VA                                   23321                  Single Family                                                           7.875                           0.25                       0                       0.012                                            7.613                               20360901                                               360
16405501                                16405501                  LITHONIA                                              GA                                   30058                  PUD                                                                     8.625                           0.25                       0                       0.012                                            8.363                               20360801                                               360


LOAN_ID                                     STATED_REM_TERM                          AMORT_TERM1                            ORIGINAL_BALANCE                          FIRST_PAY_DATE                        PAYMENT                            CURRENT_BALANCE                           LOAN_TO_VALUE                  MI                                                          MERS_ID1                       MARGIN                                 NEXT_RATE_ADJ_DATE1                                MAX_RATE                        MIN_RATE
-------                                     ---------------                          -----------                            ----------------                          --------------                        -------                            ---------------                           -------------                  --                                                          --------                       ------                                 -------------------                                --------                        --------
16684756                                                355                                  360                                      260000                                20060901                        1708.01                                  258895.27                                      65                  No MI                                                       1.00E+17                                                                                                                    6.875
16665775                                                358                                  360                                      124000                                20061201                         814.59                                  123791.06                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16656694                                                356                                  360                                      177200                                20061001                        1178.92                                  176613.89                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16661987                                                358                                  360                                      416500                                20061201                        2701.41                                  415780.79                                      70                  No MI                                                       1.00E+17                                                                                                                     6.75
16665689                                                358                                  360                                      417000                                20061201                        2704.65                                  416279.93                             57.91999817                  No MI                                                       1.00E+17                                                                                                                     6.75
16616045                                                357                                  360                                      401635                                20061101                        2468.38                                     401635                                      65                  No MI                                                       1.00E+17                                                                                                                    7.375
16640564                                                358                                  360                                      400000                                20061201                        2291.67                                  399325.97                             39.02000046                  No MI                                                       1.00E+17                                                                                                                    6.875
16609830                                                357                                  360                                      172748                                20061101                         1149.3                                  172320.71                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16652239                                                357                                  360                                      180000                                20061101                        1031.25                                     180000                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16656719                                                357                                  360                                      104000                                20061101                         683.21                                  103736.36                                      65                  No MI                                                       1.00E+17                                                                                                                    6.875
16596952                                                358                                  360                                      192300                                20061201                        1263.27                                  191975.96                             61.04999924                  No MI                                                       1.00E+17                                                                                                                    6.875
16656209                                                358                                  360                                      120800                                20061201                         824.07                                  120610.95                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16632436                                                357                                  360                                      263680                                20061101                           1648                                     263680                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16791043                                                359                                  360                                      450000                                20070101                        2918.69                                  449612.56                             58.06000137                  No MI                                                       1.00E+17                                                                                                                     6.75
16791055                                                359                                  360                                      158760                                20070101                         1069.6                                  158633.04                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16651585                                                357                                  480                                      308000                                20061101                        1886.11                                  307633.34                                      80                  No MI                                                                                                                                                                                   6.875
16650246                                                358                                  360                                      560000                                20061201                        3963.64                                  559186.81                             67.47000122                  No MI                                                       1.00E+17                                                                                                                    7.625
16648965                                                357                                  360                                      218000                                20061101                        1317.08                                     218000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16339458                                                355                                  360                                      122900                                20060901                         817.66                                  122390.38                             74.52999878                  No MI                                                       1.00E+17                                                                                                                        7
16706583                                                357                                  360                                      766500                                20061101                        4710.78                                     766500                                      70                  No MI                                                       1.00E+17                                                                                                                    7.375
16662560                                                358                                  360                                      109000                                20061201                         838.12                                  108867.46                             94.77999878                  PMI                                                         1.00E+17                                                                                                                      8.5
16662581                                                357                                  360                                       70400                                20061101                         468.37                                   69925.88                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16662602                                                357                                  360                                       67500                                20061101                         471.97                                   67348.78                             74.58999634                  No MI                                                       1.00E+17                                                                                                                      7.5
16662422                                                357                                  360                                       52000                                20061101                         363.59                                   51883.51                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16662446                                                358                                  360                                     1000000                                20061201                        6992.15                                  998511.06                             76.91999817                  No MI                                                       1.00E+17                                                                                                                      7.5
16662467                                                358                                  360                                      426300                                20061201                        2397.94                                     426300                             79.98999786                  No MI                                                       1.00E+17                                                                                                                     6.75
16662371                                                358                                  360                                      106200                                20061201                         760.83                                   106049.6                                      90                  PMI                                                         1.00E+17                                                                                                                     7.75
16662372                                                358                                  360                                      228140                                20061201                        1614.76                                  227808.69                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16662374                                                358                                  360                                      127920                                20061201                          906.1                                     127920                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16662380                                                358                                  360                                      121520                                20061201                         860.77                                     121520                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16662392                                                358                                  360                                      122400                                20061201                            867                                     122400                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16662279                                                357                                  360                                       84905                                20061101                         586.42                                   84709.98                                      70                  No MI                                                       1.00E+17                                                                                                                    7.375
16662284                                                358                                  360                                      515000                                20061201                        3556.98                                  514213.84                             76.47000122                  No MI                                                       1.00E+17                                                                                                                    7.375
16662275                                                357                                  360                                      149250                                20061101                         963.91                                     149250                                      75                  No MI                                                                                                                                                                                    7.75
16775002                                                359                                  360                                      448012                                20070101                        2795.01                                  447597.05                                      80                  No MI                                                       1.00E+17                                                                                                                    6.375
16777131                                                359                                  360                                      408584                                20070101                        2515.72                                  408196.32                                      80                  No MI                                                       1.00E+17                                                                                                                     6.25
16779025                                                359                                  360                                      144696                                20070101                         999.38                                   144585.9                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16784747                                                359                                  360                                      156000                                20070101                        1024.81                                  155868.94                             89.13999939                  Republic MIC                                                1.00E+17                                                                                                                    6.875
16772058                                                359                                  360                                       65000                                20070101                         405.52                                   64939.79                             17.37000084                  No MI                                                       1.00E+17                                                                                                                    6.375
16723643                                                359                                  360                                      247690                                20070101                        1668.73                                  247491.93                             89.93000031                  GE Capital MI                                               1.00E+17                                                                                                                    7.125
16723654                                                359                                  360                                      508000                                20070101                        3422.49                                  507593.76                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16723668                                                359                                  360                                      248832                                20070101                        1552.39                                  248601.53                                      70                  No MI                                                       1.00E+17                                                                                                                    6.375
16728701                                                359                                  360                                       81600                                20070101                         549.75                                   81534.75                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16729468                                                359                                  360                                      122400                                20070101                         898.13                                  122317.87                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16729903                                                359                                  360                                      140428                                20070101                         864.64                                  140294.76                                      80                  No MI                                                       1.00E+17                                                                                                                     6.25
16722219                                                359                                  360                                      157600                                20070101                        1101.96                                  157483.04                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16765163                                                359                                  360                                      323000                                20070101                        1988.77                                  322693.52                             73.41000366                  No MI                                                       1.00E+17                                                                                                                     6.25
16768494                                                359                                  360                                      189600                                20070101                        1261.41                                  189444.59                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16771161                                                359                                  360                                      359992                                20070101                        2275.39                                  359666.56                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16771175                                                359                                  360                                      227072                                20070101                        1453.97                                  226871.66                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16684499                                                358                                  360                                       87500                                20061201                         638.02                                      87500                                      70                  No MI                                                       1.00E+17                                                                                                                     8.75
16616169                                                358                                  360                                      168000                                20061201                        1276.92                                  167790.43                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16790861                                                358                                  480                                      285000                                20061201                           1694                                  284758.21                                      60                  No MI                                                       1.00E+17                                                                                                                    6.625
16670886                                                358                                  360                                      454640                                20061201                        2450.73                                  452442.49                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16670890                                                358                                  480                                      263368                                20061201                        1541.91                                  263136.71                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16670894                                                358                                  360                                      536041                                20061201                        3565.93                                  535159.48                                      80                  No MI                                                       1.00E+17                                                                                                                    6.999
16672818                                                359                                  360                                      194950                                20070101                         1329.9                                  194797.92                                      50                  No MI                                                       1.00E+17                                                                                                                     7.25
16673116                                                358                                  360                                       69846                                20061201                         530.88                                   69758.87                                      73                  No MI                                                       1.00E+17                                                                                                                    8.375
16674185                                                358                                  360                                      164112                                20061201                         1008.6                                     164112                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16674188                                                358                                  360                                      419113                                20061201                        2859.09                                  418457.13                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16676575                                                358                                  360                                      124000                                20061201                         888.35                                   123824.4                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16676783                                                358                                  360                                      173464                                20061201                        1198.07                                  173199.19                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16681522                                                358                                  360                                      116365                                20061201                         775.77                                     116365                                      95                  PMI                                                         1.00E+17                                                                                                                        8
16681532                                                358                                  360                                      120650                                20061201                          779.2                                     120650                                      95                  PMI                                                         1.00E+17                                                                                                                     7.75
16684102                                                358                                  360                                      117937                                20061201                         865.38                                  117778.21                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16685745                                                358                                  360                                      114400                                20061201                         899.99                                  114267.88                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16693556                                                358                                  360                                      530392                                20061201                        3352.44                                  529430.44                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16693652                                                358                                  360                                      632175                                20061201                        3995.78                                  630828.03                                      70                  No MI                                                       1.00E+17                                                                                                                      6.5
16693679                                                359                                  360                                      630506                                20070101                         3546.6                                     630506                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16693680                                                359                                  360                                      508664                                20070101                        3257.03                                  508215.21                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16693687                                                359                                  360                                      170632                                20070101                         1135.1                                   160492.1                             61.70000076                  No MI                                                       1.00E+17                                                                                                                    6.999
16693711                                                358                                  360                                      235000                                20061201                        1446.94                                  234552.88                             52.22999954                  No MI                                                       1.00E+17                                                                                                                     6.25
16693790                                                358                                  360                                      179766                                20061201                        1256.95                                  179498.34                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16696195                                                358                                  360                                      161520                                20061201                        1270.68                                  161333.46                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16696238                                                358                                  360                                      161520                                20061201                        1270.68                                  161333.46                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16696480                                                358                                  360                                       84700                                20061201                         658.79                                   84599.62                                      70                  No MI                                                       1.00E+17                                                                                                                    8.625
16697411                                                359                                  360                                      200875                                20070101                        1046.22                                  200874.22                                      80                  No MI                                                       1.00E+17                                                                                                                     6.25
16706766                                                359                                  360                                      165200                                20070101                           1141                                  165074.29                                      70                  No MI                                                       1.00E+17                                                                                                                    7.375
16706835                                                359                                  360                                      190432                                20070101                           1251                                  190272.01                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16706910                                                359                                  360                                      460000                                20070101                         2869.8                                  459573.95                             77.56999969                  No MI                                                       1.00E+17                                                                                                                    6.375
16706921                                                358                                  360                                      280000                                20061201                        1633.33                                  280000.01                                     100                  PMI                                                         1.00E+17                                                                                                                        7
16707080                                                358                                  360                                       49028                                20061201                          385.7                                   48971.39                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16707129                                                358                                  360                                      242400                                20061201                        1489.75                                     242400                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16707884                                                358                                  360                                       70000                                20061201                         550.69                                   69919.16                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16708089                                                359                                  360                                      417000                                20070101                        2739.39                                  416649.67                             64.84999847                  No MI                                                       1.00E+17                                                                                                                    6.875
16710767                                                359                                  360                                       70320                                20070101                         509.87                                   70271.61                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16711091                                                359                                  360                                      240800                                20070101                        1725.12                                  240555.05                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16713909                                                359                                  360                                      462875                                20070101                        3079.21                                  462495.51                                      70                  No MI                                                       1.00E+17                                                                                                                    6.999
16714075                                                359                                  360                                      184000                                20070101                        1147.92                                  183829.57                                      80                  No MI                                                       1.00E+17                                                                                                                    6.375
16714091                                                359                                  360                                      175097                                20070101                        1121.17                                  174942.51                             45.22999954                  No MI                                                       1.00E+17                                                                                                                    6.625
16714812                                                359                                  360                                      138400                                20070101                         792.92                                     138400                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16715114                                                359                                  360                                      507937                                20070101                        3422.07                                  507530.81                             76.37999725                  No MI                                                       1.00E+17                                                                                                                    7.125
16715226                                                359                                  360                                      452358                                20070101                        3009.25                                  451987.13                                      80                  No MI                                                       1.00E+17                                                                                                                    6.999
16715231                                                358                                  360                                      140703                                20061201                         983.82                                   140493.5                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16717253                                                359                                  360                                       48000                                20070101                         343.88                                   47966.12                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16717405                                                359                                  360                                      138596                                20070101                         898.93                                  138476.67                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16717408                                                359                                  360                                      180384                                20070101                         1127.4                                     180384                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16718999                                                359                                  360                                      224000                                20070101                        1325.04                                  223771.62                                      80                  No MI                                                       1.00E+17                                                                                                                    5.875
16665581                                                358                                  360                                       65920                                20061201                         495.23                                   65835.65                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16665586                                                358                                  360                                       70400                                20061201                         528.89                                   70309.91                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16611820                                                358                                  360                                      116000                                20061201                         851.17                                   115843.8                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16661960                                                358                                  360                                      107960                                20061201                         629.77                                     107960                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16112156                                                349                                  360                                      186000                                20060301                        1026.05                                  185850.65                                      62                  No MI                                                       1.00E+17                                                                                                                    6.625
16643870                                                359                                  360                                       64000                                20070101                         406.67                                      64000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16661995                                                356                                  360                                      452000                                20061001                        3045.21                                  450541.22                             64.56999969                  No MI                                                       1.00E+17                                                                                                                    7.125
16165649                                                355                                  360                                      194000                                20060901                        1258.28                                  193155.41                             79.54000092                  No MI                                                       1.00E+17                                                                                                                     6.75
16628929                                                357                                  360                                       69300                                20061101                         484.56                                   69144.73                                      70                  No MI                                                       1.00E+17                                                                                                                      7.5
16397233                                                355                                  480                                       82530                                20060901                         566.11                                   81910.26                                      70                  No MI                                                       1.00E+17                                                                                                                    7.875
16650485                                                357                                  360                                      592000                                20061101                        4378.33                                     592000                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16650288                                                357                                  360                                      114000                                20061101                         768.04                                  113724.88                             78.62000275                  No MI                                                       1.00E+17                                                                                                                    7.125
16649206                                                358                                  360                                      639100                                20061201                        4251.95                                  638049.21                                      70                  No MI                                                       1.00E+17                                                                                                                        7
16650043                                                358                                  360                                      176000                                20061201                        1215.59                                  175731.09                             78.22000122                  No MI                                                       1.00E+17                                                                                                                    7.375
16650079                                                358                                  360                                      137000                                20061201                          927.6                                     137000                                     100                  PMI                                                         1.00E+17                                                                                                                    8.125
16648969                                                357                                  360                                      126800                                20061101                          886.6                                  126515.91                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16648980                                                357                                  360                                      134650                                20061101                         941.49                                  134348.33                             79.98000336                  No MI                                                                                                                                                                                     7.5
16648848                                                358                                  360                                      334400                                20061201                        2571.25                                   333993.4                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16648727                                                357                                  360                                      148500                                20061101                         1193.8                                  148253.56                             80.26999664                  PMI                                                         1.00E+17                                                                                                                     8.99
16648615                                                358                                  360                                       97200                                20061201                         687.98                                   97058.27                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16648586                                                357                                  360                                      484000                                20061101                        3220.06                                  482802.86                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16648519                                                357                                  360                                      103400                                20061101                         714.16                                  103162.51                             77.73999786                  No MI                                                       1.00E+17                                                                                                                    7.375
16648528                                                358                                  360                                       93600                                20061201                         654.46                                   93460.65                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16648453                                                357                                  360                                      649600                                20061101                        4804.33                                     649600                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16648479                                                357                                  360                                      199405                                20061101                        1463.16                                  199000.94                                      95                  PMI                                                         1.00E+17                                                                                                                        8
16648480                                                358                                  360                                       56000                                20061201                         401.19                                    55920.7                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16648419                                                357                                  360                                      216000                                20061101                         1372.5                                     216000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16648335                                                357                                  360                                       71250                                20061101                          504.3                                   71094.29                                      75                  No MI                                                       1.00E+17                                                                                                                    7.625
16648364                                                357                                  360                                      134860                                20061101                         919.98                                  134542.48                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16648396                                                358                                  360                                      232000                                20061201                        1763.37                                  231710.59                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16395764                                                355                                  360                                      124800                                20060901                         915.74                                  124375.67                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16798172                                                359                                  360                                      214000                                20070101                        1405.83                                  213820.21                                     100                  PMI                                                         1.00E+17                                                                                                                    6.875
16790984                                                359                                  360                                      268205                                20070101                        1739.57                                  267974.08                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16790985                                                359                                  360                                      300000                                20070101                        1995.91                                  299754.09                                      75                  No MI                                                       1.00E+17                                                                                                                        7
16661969                                                358                                  360                                      156000                                20061201                        1090.77                                  155734.33                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16659219                                                357                                  360                                      399000                                20061101                        2493.75                                     399000                                      70                  No MI                                                       1.00E+17                                                                                                                      7.5
16659066                                                357                                  360                                       80250                                20061101                         617.05                                   80103.13                                      75                  No MI                                                       1.00E+17                                                                                                                      8.5
16659112                                                357                                  360                                      254400                                20061101                         1778.8                                  253830.05                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16659026                                                357                                  360                                      150000                                20061101                        1048.82                                  149663.94                                     100                  PMI                                                         1.00E+17                                                                                                                      7.5
16659033                                                358                                  360                                       54776                                20061201                         430.92                                   54712.75                             73.02999878                  No MI                                                       1.00E+17                                                                                                                     8.75
16658934                                                357                                  360                                       77500                                20061101                         623.58                                   77372.05                                     100                  PMI                                                         1.00E+17                                                                                                                        9
16658953                                                358                                  360                                      292005                                20061201                        2091.96                                  291591.48                                      70                  No MI                                                       1.00E+17                                                                                                                     7.75
16658988                                                358                                  360                                      195200                                20061201                        1381.61                                  194916.53                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16658846                                                358                                  360                                      116000                                20061201                         841.08                                  115839.55                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16662637                                                358                                  360                                      188500                                20061201                        1318.02                                  188219.34                             79.44000244                  No MI                                                       1.00E+17                                                                                                                      7.5
16670635                                                358                                  360                                       56200                                20061201                         383.38                                   56112.06                             74.93000031                  No MI                                                       1.00E+17                                                                                                                     7.25
16670621                                                358                                  360                                       56200                                20061201                         383.38                                   56112.06                             74.93000031                  No MI                                                       1.00E+17                                                                                                                     7.25
16665753                                                358                                  360                                      112252                                20061201                         795.12                                     112252                                      90                  PMI                                                         1.00E+17                                                                                                                      8.5
16704510                                                358                                  360                                     1500000                                20061201                        9218.75                                    1500000                                    62.5                  No MI                                                       1.00E+17                                                                                                                    7.375
16651232                                                358                                  360                                      160909                                20061201                         1125.1                                  160669.41                             79.66000366                  No MI                                                       1.00E+17                                                                                                                      7.5
16632930                                                358                                  360                                      240000                                20061201                           1550                                     240000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16704433                                                358                                  360                                      100750                                20061201                         730.51                                  100610.87                                      65                  No MI                                                       1.00E+17                                                                                                                    7.875
16706900                                                358                                  360                                      224000                                20061201                        1624.16                                  223690.67                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16695594                                                358                                  360                                      210600                                20061201                        1184.63                                  210599.99                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16654025                                                357                                  360                                      255120                                20061101                        1487.99                                  255120.21                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16654357                                                357                                  360                                      315000                                20061101                        1870.31                                     315000                                      70                  No MI                                                       1.00E+17                                                                                                                    7.125
16654477                                                358                                  360                                      475000                                20061201                        3080.84                                  474179.76                             72.04000092                  No MI                                                       1.00E+17                                                                                                                     6.75
16654490                                                358                                  360                                      167400                                20061201                        1011.38                                     167400                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16656637                                                358                                  360                                      110400                                20061201                         800.48                                  110247.54                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16656990                                                357                                  360                                      258457                                20061101                        1697.88                                  257095.96                                      90                  GE Capital MI                                               1.00E+17                                                                                                                    6.875
16658522                                                357                                  360                                      140000                                20061101                         955.05                                  139670.37                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16658907                                                358                                  360                                       91800                                20061201                          730.4                                   91696.68                                      90                  PMI                                                         1.00E+17                                                                                                                    8.875
16643854                                                358                                  360                                      327840                                20061201                        1878.25                                     327840                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16659192                                                358                                  360                                      153000                                20061201                        1203.65                                  152823.31                                      90                  Radian Guaranty                                             1.00E+17                                                                                                                     8.75
16659193                                                358                                  360                                      222940                                20061201                        1409.13                                  222535.83                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16649125                                                358                                  360                                      188656                                20061201                        1198.72                                  188651.69                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16650412                                                358                                  360                                      275200                                20061201                        1995.39                                  274819.36                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16664147                                                357                                  360                                      295920                                20061101                        1968.76                                  295188.06                                      90                  PMI                                                         1.00E+17                                                                                                                        7
16665790                                                358                                  360                                       93600                                20061201                         662.49                                   93464.09                             77.36000061                  No MI                                                       1.00E+17                                                                                                                    7.625
16665984                                                359                                  360                                      454780                                20070101                        2874.52                                  454368.87                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16667117                                                358                                  360                                      365580                                20061201                        2208.71                                     365580                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16667411                                                359                                  360                                      220800                                20070101                           1196                                     220800                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16394053                                                356                                  360                                     1049750                                20061001                        7430.06                                 1046681.37                                      65                  No MI                                                       1.00E+17                                                                                                                    7.625
16634406                                                357                                  360                                      174292                                20061101                        1233.63                                  173911.14                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16640965                                                358                                  360                                       67550                                20061201                         489.78                                   67456.73                                      70                  No MI                                                       1.00E+17                                                                                                                    7.875
16611855                                                358                                  360                                      493774                                20061201                        3202.61                                  492921.35                             60.68000031                  No MI                                                       1.00E+17                                                                                                                     6.75
16600850                                                357                                  480                                      129353                                20061101                         768.85                                  129182.27                                      70                  No MI                                                       1.00E+17                                                                                                                    6.625
16601342                                                357                                  360                                      212732                                20061101                         1196.2                                  212658.49                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16393867                                                355                                  360                                      272000                                20060901                           1700                                     272000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16790829                                                359                                  360                                       98650                                20070101                         672.97                                   98573.04                                      85                  PMI                                                         1.00E+17                                                                                                                     7.25
16790833                                                359                                  360                                      114400                                20070101                         790.13                                  114312.95                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16790842                                                359                                  360                                      107600                                20070101                         706.86                                   107509.6                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16790862                                                359                                  480                                      405200                                20070101                        2372.27                                  405022.56                             62.34000015                  No MI                                                       1.00E+17                                                                                                                      6.5
16790737                                                359                                  360                                      380000                                20070101                        2464.67                                  379672.83                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16790799                                                359                                  360                                      272000                                20070101                        1756.67                                     272000                             76.62000275                  No MI                                                       1.00E+17                                                                                                                     7.75
16789035                                                359                                  360                                      153000                                20070101                        1082.92                                  152889.27                             89.05999756                  PMI                                                         1.00E+17                                                                                                                    7.625
16790433                                                359                                  360                                      229000                                20070101                        1300.24                                  228749.34                             50.54999924                  No MI                                                       1.00E+17                                                                                                                      5.5
16790438                                                359                                  360                                      189375                                20070101                        1244.06                                   189215.9                                      75                  No MI                                                       1.00E+17                                                                                                                    6.875
16790484                                                359                                  360                                      110800                                20070101                         755.85                                  110713.57                                      80                  No MI                                                                                                                                                                                    7.25
16790698                                                359                                  480                                      116000                                20070101                         699.89                                  115952.61                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16788695                                                359                                  360                                      159587                                20070101                        1115.86                                  159468.56                             84.88999939                  GE Capital MI                                               1.00E+17                                                                                                                      7.5
16788714                                                359                                  480                                      184000                                20070101                        1126.77                                   183927.4                             62.59000015                  No MI                                                       1.00E+17                                                                                                                    6.875
16788751                                                359                                  360                                      432000                                20070101                        2837.93                                  431637.07                                      90                  Mortgage Guaranty In                                        1.00E+17                                                                                                                    6.875
16788775                                                359                                  360                                      151600                                20070101                         1008.6                                  151475.73                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16788801                                                359                                  360                                      168000                                20070101                        1089.64                                  167855.36                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16788806                                                359                                  360                                       97351                                20070101                         623.35                                   97265.11                             70.26000214                  No MI                                                       1.00E+17                                                                                                                    6.625
16788818                                                359                                  480                                      341600                                20070101                        2375.18                                  341502.15                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16788828                                                359                                  360                                      132000                                20070101                          687.5                                     132000                             59.45999908                  No MI                                                       1.01E+17                                                                                                                     6.25
16788892                                                359                                  360                                       66405                                20070101                         582.75                                   66375.63                                      95                  PMI                                                         1.00E+17                                                                                                                       10
16788659                                                359                                  360                                      125600                                20070101                         814.64                                  125491.86                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16788676                                                359                                  360                                      140000                                20070101                          978.9                                   139896.1                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16633099                                                357                                  360                                      262392                                20061101                         1530.4                                  262391.99                                      80                  No MI                                                       1.00E+17                                                                                                                    6.999
16634314                                                356                                  360                                      465000                                20061001                        2809.37                                     465000                                     100                  PMI                                                         1.00E+17                                                                                                                     7.25
16634452                                                359                                  360                                      476000                                20070101                        3047.88                                  475580.04                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16419530                                                356                                  360                                      212437                                20061001                        1747.67                                  211991.35                                      75                  No MI                                                       1.00E+17                                                                                                                     9.25
16571659                                                358                                  480                                      277499                                20061201                        1826.14                                  277314.89                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16591556                                                356                                  360                                      364000                                20061001                        2199.17                                     364000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16420717                                                357                                  360                                      283768                                20061101                        1684.87                                  283767.99                             79.26999664                  No MI                                                       1.00E+17                                                                                                                    7.125
16645829                                                358                                  360                                      218000                                20061201                        1316.08                                  217833.66                                    54.5                  No MI                                                       1.00E+17                                                                                                                     7.25
16661807                                                358                                  360                                       84000                                20061201                         594.55                                   83878.01                                      75                  No MI                                                       1.00E+17                                                                                                                    7.625
16663563                                                358                                  360                                      468800                                20061201                         3076.5                                  468799.99                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16665300                                                358                                  360                                      295000                                20061201                        2190.37                                  294605.22                                     100                  PMI                                                         1.00E+17                                                                                                                    8.125
16669984                                                358                                  360                                      106000                                20061201                         705.22                                  105825.71                             78.51999664                  No MI                                                       1.00E+17                                                                                                                        7
16669987                                                359                                  360                                      188000                                20070101                        1314.52                                  187860.48                                     100                  PMI                                                         1.00E+17                                                                                                                      7.5
16692431                                                359                                  360                                       57950                                20070101                         425.22                                   57911.11                                      95                  PMI                                                         1.00E+17                                                                                                                        8
16692707                                                358                                  360                                      223600                                20061201                        1374.21                                     223600                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16693797                                                358                                  360                                      293264                                20061201                         1832.9                                     293264                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16696383                                                357                                  360                                       52100                                20061101                         391.41                                   51999.65                                    75.5                  No MI                                                       1.00E+17                                                                                                                     8.25
16696632                                                358                                  480                                      355000                                20061201                        2303.42                                  354755.95                             47.02000046                  No MI                                                       1.00E+17                                                                                                                    7.375
16688275                                                358                                  360                                      204300                                20061201                        1234.31                                     204300                             89.80000305                  Mortgage Guaranty In                                        1.00E+17                                                                                                                     7.25
16688369                                                358                                  360                                      529400                                20061201                        3656.43                                  528591.87                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    7.375
16692102                                                358                                  360                                       82500                                20061201                         605.36                                   82388.91                                      75                  No MI                                                       1.00E+17                                                                                                                        8
16676634                                                358                                  360                                       96750                                20061201                         709.92                                   96619.73                                      75                  No MI                                                       1.00E+17                                                                                                                        8
16676754                                                358                                  360                                       96750                                20061201                         709.92                                   96619.73                                      75                  No MI                                                       1.00E+17                                                                                                                        8
16676847                                                359                                  360                                      163000                                20070101                        1253.33                                  162901.25                                     100                  PMI                                                         1.00E+17                                                                                                                      8.5
16680222                                                358                                  360                                      105500                                20061201                         675.53                                  105312.85                             75.90000153                  No MI                                                       1.00E+17                                                                                                                    6.625
16680306                                                358                                  360                                       55800                                20061201                         438.98                                   55735.56                                      90                  Mortgage Guaranty In                                        1.00E+17                                                                                                                     8.75
16680405                                                358                                  360                                      379200                                20061201                        2522.83                                  378576.53                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16681634                                                357                                  360                                      116000                                20061101                         821.67                                     116000                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16684690                                                358                                  360                                      184272                                20061201                        1170.89                                  184272.01                                      80                  No MI                                                                                                                                                                                   7.625
16685771                                                358                                  360                                      130800                                20061201                         982.66                                  130632.61                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16674414                                                357                                  360                                      401250                                20061101                        2424.22                                     401250                                      75                  No MI                                                       1.00E+17                                                                                                                     7.25
16674837                                                358                                  360                                      198000                                20061201                        1522.45                                  197697.55                                      90                  PMI                                                         1.00E+17                                                                                                                      8.5
16667377                                                358                                  360                                       87600                                20061201                         689.15                                   87498.83                                     100                  PMI                                                         1.00E+17                                                                                                                     8.75
16667380                                                357                                  360                                      385100                                20061101                        2927.04                                  384376.89                                      90                  PMI                                                         1.00E+17                                                                                                                    8.375
16667423                                                358                                  360                                      402280                                20061201                        2472.35                                     402280                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16670361                                                357                                  360                                       71200                                20061101                         479.69                                   71028.16                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16670474                                                358                                  360                                       52250                                20061201                         347.62                                   52164.09                                      95                  Republic MIC                                                1.00E+17                                                                                                                        7
16670622                                                357                                  360                                      133600                                20061101                         890.67                                  133599.99                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16672487                                                358                                  360                                      128800                                20061201                         778.17                                     128800                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16672806                                                356                                  360                                      516000                                20061001                        3607.95                                  514453.78                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16672867                                                357                                  360                                      103200                                20061101                         721.59                                  102968.79                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16672895                                                358                                  360                                      312480                                20061201                         2627.5                                  312171.38                                      80                  No MI                                                       1.00E+17                                                                                                                      9.5
16672951                                                359                                  360                                       69350                                20070101                          539.4                                   69309.05                                      95                  PMI                                                         1.00E+17                                                                                                                    8.625
16665560                                                357                                  360                                      259200                                20061101                           1566                                     259200                             71.01000214                  No MI                                                       1.00E+17                                                                                                                     7.25
16665576                                                357                                  360                                      180000                                20061101                        1106.25                                     180000                             87.80000305                  Radian Guaranty                                             1.00E+17                                                                                                                    7.375
16665589                                                357                                  360                                      140000                                20061101                         966.95                                  139678.43                             75.68000031                  No MI                                                       1.00E+17                                                                                                                    7.375
16664012                                                357                                  360                                      124416                                20061101                         806.96                                  124092.83                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16664199                                                358                                  360                                      159200                                20061201                        1126.81                                  158968.81                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16664382                                                358                                  360                                      400000                                20061201                         2762.7                                  399389.38                                      80                  No MI                                                                                                                                                                                   7.375
16653984                                                358                                  360                                      238912                                20061201                           1691                                  238565.06                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16654547                                                357                                  360                                      312000                                20061101                        2128.39                                  311265.41                                      65                  No MI                                                       1.00E+17                                                                                                                     7.25
16656002                                                357                                  360                                      101200                                20061101                         725.01                                  100984.33                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16656704                                                358                                  360                                     1365000                                20061201                        8389.06                                    1365000                                      65                  No MI                                                       1.00E+17                                                                                                                    7.375
16656784                                                358                                  360                                      640000                                20061201                        4257.94                                  638947.72                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16656869                                                358                                  360                                      199500                                20061201                         1433.9                                  199499.33                             68.31999969                  No MI                                                       1.00E+17                                                                                                                    8.625
16656905                                                358                                  360                                      552675                                20061201                        3723.47                                  551788.44                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16656917                                                358                                  360                                      123440                                20061201                         831.64                                  123241.99                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16662079                                                359                                  360                                      138000                                20070101                         964.92                                  137897.58                             78.86000061                  No MI                                                       1.00E+17                                                                                                                      7.5
16662391                                                358                                  360                                      133600                                20061201                         900.09                                  133385.69                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16663736                                                357                                  360                                      140800                                20061101                            792                                     140800                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16663798                                                358                                  360                                      154659                                20061201                        1014.83                                  154641.08                                      75                  No MI                                                       1.00E+17                                                                                                                    7.875
16651637                                                356                                  360                                      128000                                20061001                         853.33                                     128000                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16653752                                                356                                  360                                      176250                                20061001                        1202.34                                  175695.01                             71.36000061                  No MI                                                       1.00E+17                                                                                                                     7.25
16653759                                                358                                  360                                       79000                                20061201                         586.57                                   78896.31                             76.69999695                  No MI                                                       1.00E+17                                                                                                                    8.125
16649950                                                358                                  360                                      180000                                20061201                        1227.92                                  179718.31                             70.58999634                  No MI                                                       1.00E+17                                                                                                                     7.25
16650280                                                357                                  360                                      480000                                20061101                        3315.24                                  478897.53                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16651066                                                358                                  360                                      190312                                20061201                        1169.63                                     190312                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16633060                                                358                                  360                                       69100                                20061201                         403.08                                      69100                             36.36999893                  No MI                                                       1.00E+17                                                                                                                        7
16638275                                                358                                  360                                       69600                                20061201                          420.5                                      69600                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16638673                                                358                                  360                                       59600                                20061201                         411.64                                   59509.01                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16641066                                                358                                  360                                       97900                                20061201                         684.53                                   97633.82                             77.08999634                  No MI                                                       1.00E+17                                                                                                                      7.5
16643754                                                357                                  360                                      168750                                20061101                        1252.96                                  168416.61                                      75                  No MI                                                                                                                                                                                   8.125
16646366                                                357                                  360                                      102900                                20061101                         632.41                                     102900                                      70                  No MI                                                       1.00E+17                                                                                                                    7.375
16616316                                                357                                  360                                      220000                                20061101                        1397.92                                     220000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16632380                                                357                                  360                                      516000                                20061101                        3386.25                                     516000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16596747                                                357                                  360                                      159350                                20061101                        1045.73                                     159350                             74.80999756                  No MI                                                       1.00E+17                                                                                                                    7.875
16597707                                                356                                  360                                      279160                                20061001                        1773.83                                     279160                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16602631                                                357                                  360                                      204000                                20061101                        1374.39                                  203507.67                                      80                  No MI                                                                                                                                                                                   7.125
16603814                                                357                                  360                                      421500                                20061101                        2414.84                                     421500                             68.54000092                  No MI                                                       1.00E+17                                                                                                                    6.875
16570818                                                356                                  360                                       52000                                20061001                         413.74                                   51882.07                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16571675                                                355                                  360                                      120000                                20060901                         880.52                                  119591.09                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16570514                                                356                                  360                                      216000                                20061001                           1395                                     216000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16540095                                                354                                  360                                      195000                                20060801                        1363.47                                  194118.01                                      65                  No MI                                                       1.00E+17                                                                                                                      7.5
16544141                                                357                                  360                                      496000                                20061101                        2841.67                                     496000                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16646488                                                357                                  480                                      330000                                20061101                        2050.72                                  327047.94                             73.33000183                  No MI                                                       1.00E+17                                                                                                                        7
16646388                                                358                                  360                                       90000                                20061201                         668.25                                   89881.85                                      75                  No MI                                                       1.00E+17                                                                                                                    8.125
16646413                                                358                                  360                                      113000                                20061201                         751.79                                  112814.22                             79.58000183                  No MI                                                       1.00E+17                                                                                                                        7
16646231                                                358                                  360                                      120000                                20061201                            725                                     120000                                      75                  No MI                                                       1.00E+17                                                                                                                     7.25
16646278                                                358                                  360                                      112900                                20061201                         838.28                                  112675.99                             74.97000122                  No MI                                                       1.00E+17                                                                                                                    8.125
16646133                                                357                                  360                                      160000                                20061101                        1051.09                                  159594.42                             69.56999969                  No MI                                                       1.00E+17                                                                                                                    6.875
16643574                                                357                                  360                                      206150                                20061101                        1352.86                                     206150                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16643602                                                358                                  360                                      195200                                20061201                        1432.31                                  194937.17                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16643645                                                357                                  360                                      100000                                20061101                         725.07                                   99792.18                             74.06999969                  No MI                                                       1.00E+17                                                                                                                    7.875
16643752                                                357                                  360                                      153300                                20061101                         990.06                                     153300                             74.98999786                  No MI                                                       1.00E+17                                                                                                                     7.75
16643755                                                357                                  360                                      274000                                20061101                        1569.79                                     274000                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16643801                                                357                                  360                                       96000                                20061101                         671.25                                   95113.66                                      80                  No MI                                                                                                                                                                                     7.5
16643813                                                358                                  360                                      260000                                20061201                        1885.18                                  259640.97                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16643977                                                357                                  360                                      175400                                20061101                        1271.77                                  175035.49                             79.98000336                  No MI                                                       1.00E+17                                                                                                                    7.875
16643985                                                358                                  360                                      174400                                20061201                        1053.57                                  174383.59                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16644000                                                357                                  360                                      136000                                20061101                        1069.91                                  135747.09                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16644042                                                358                                  360                                      522900                                20061201                        3104.15                                  522804.72                             69.72000122                  No MI                                                       1.00E+17                                                                                                                    7.125
16644067                                                358                                  480                                      277000                                20061201                        1696.27                                  276780.79                             44.68000031                  No MI                                                       1.00E+17                                                                                                                    6.875
16644100                                                357                                  360                                      113600                                20061101                         765.34                                  113325.86                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16641022                                                356                                  360                                      845000                                20061001                        5764.39                                  842339.29                                      65                  No MI                                                       1.00E+17                                                                                                                     7.25
16641184                                                357                                  360                                      104360                                20061101                         756.68                                   104142.9                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16641214                                                359                                  360                                      189600                                20070101                         1441.1                                  189482.15                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16641397                                                357                                  360                                      232000                                20061101                        1642.08                                  231493.04                                      80                  No MI                                                                                                                                                                                   7.625
16643535                                                357                                  360                                      224000                                20061101                        1376.67                                     224000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16640724                                                357                                  360                                      104000                                20061101                         709.46                                  103755.12                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16640871                                                358                                  480                                       61166                                20061201                         396.88                                   61123.95                             74.58999634                  No MI                                                       1.00E+17                                                                                                                    7.375
16640643                                                359                                  360                                      391400                                20070101                        2538.61                                  391063.01                                      95                  Radian Guaranty                                             1.00E+17                                                                                                                     6.75
16638865                                                358                                  360                                      222000                                20061201                        1387.49                                  221997.93                             76.55000305                  No MI                                                       1.00E+17                                                                                                                      7.5
16638896                                                358                                  360                                      148832                                20061201                        1053.42                                  148614.39                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16638608                                                358                                  360                                      240000                                20061201                         1698.7                                   239651.5                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16638611                                                355                                  360                                       50000                                20060901                         397.82                                   49857.76                             74.62999725                  No MI                                                       1.00E+17                                                                                                                    8.875
16638627                                                358                                  360                                       75900                                20061201                         524.22                                   75784.14                             79.98000336                  No MI                                                       1.00E+17                                                                                                                    7.375
16638798                                                358                                  480                                      480000                                20061201                        3158.74                                  479681.53                             64.86000061                  No MI                                                       1.00E+17                                                                                                                      7.5
16638257                                                358                                  360                                      288000                                20061201                        1964.67                                  287549.06                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16638309                                                357                                  360                                      331200                                20061101                           2139                                     331200                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16638432                                                357                                  360                                      104000                                20061101                         736.11                                  103772.73                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16634700                                                357                                  360                                       91700                                20061101                          617.8                                   91477.75                             79.94999695                  No MI                                                       1.00E+17                                                                                                                    7.125
16634765                                                357                                  360                                      299990                                20061101                        2495.16                                  299531.98                                     100                  PMI                                                         1.00E+17                                                                                                                    9.375
16634237                                                357                                  360                                       70125                                20061101                         484.34                                   69963.69                                      75                  No MI                                                       1.00E+17                                                                                                                    7.375
16634272                                                358                                  360                                       97600                                20061201                         724.68                                   97471.87                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16633097                                                356                                  360                                      135512                                20061001                         947.52                                  135105.93                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16632485                                                357                                  360                                      249660                                20061101                        1875.61                                  249179.12                                      90                  PMI                                                         1.00E+17                                                                                                                     8.25
16632592                                                357                                  360                                      268000                                20061101                         1842.5                                     268000                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16632635                                                357                                  360                                       90400                                20061101                         602.67                                      90400                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16632261                                                357                                  360                                      201500                                20061101                        1112.45                                     201500                                      65                  No MI                                                       1.00E+17                                                                                                                    6.625
16632333                                                357                                  360                                      182000                                20061101                        1210.85                                  181549.84                             66.66999817                  No MI                                                       1.00E+17                                                                                                                        7
16629185                                                357                                  360                                      136000                                20061101                         1033.7                                  135744.63                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16629243                                                357                                  360                                      114000                                20061101                         777.68                                  113731.59                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16629293                                                357                                  360                                       40400                                20061101                          275.6                                   40304.87                             80.80000305                  PMI                                                         1.00E+17                                                                                                                     7.25
16788432                                                359                                  360                                      190650                                20070101                        1236.55                                  190485.86                             79.98000336                  No MI                                                       1.00E+17                                                                                                                     6.75
16788449                                                359                                  360                                      172800                                20070101                        1106.46                                  172647.54                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16788495                                                359                                  360                                       93450                                20070101                         645.44                                   93378.89                                      70                  No MI                                                                                                                                                                                   7.375
16788563                                                359                                  360                                      365000                                20070101                         2904.1                                  364795.38                                     100                  PMI                                                         1.00E+17                                                                                                                    8.875
16784791                                                359                                  360                                      361000                                20070101                        2462.66                                  360718.38                                      95                  PMI                                                         1.00E+17                                                                                                                     7.25
16784801                                                359                                  360                                       87000                                20070101                         578.81                                   86928.69                             69.59999847                  No MI                                                       1.00E+17                                                                                                                        7
16784875                                                359                                  480                                      156000                                20070101                        1070.08                                  155953.67                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16784919                                                359                                  360                                      250400                                20070101                        1562.17                                  250168.08                                      80                  No MI                                                       1.00E+17                                                                                                                    6.375
16784920                                                359                                  360                                      152000                                20070101                        1062.81                                  151887.19                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16785017                                                359                                  480                                      167000                                20070101                         977.71                                  166926.87                             42.81999969                  No MI                                                       1.00E+17                                                                                                                      6.5
16786219                                                359                                  360                                       91000                                20070101                         765.18                                   90955.24                                     100                  PMI                                                         1.00E+17                                                                                                                      9.5
16786277                                                359                                  360                                      120000                                20070101                         788.31                                  119899.19                                      50                  No MI                                                       1.00E+17                                                                                                                    6.875
16784684                                                359                                  360                                      600000                                20070101                         3812.5                                     600000                                      75                  No MI                                                       1.00E+17                                                                                                                    7.625
16784689                                                359                                  360                                      632000                                20070101                         4542.5                                     632000                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16781146                                                359                                  360                                      298700                                20070101                        2139.92                                  298489.18                                      95                  PMI                                                         1.00E+17                                                                                                                     7.75
16781268                                                359                                  360                                      402000                                20070101                        2475.18                                  401618.57                             64.31999969                  No MI                                                       1.00E+17                                                                                                                     6.25
16784603                                                359                                  360                                      112000                                20070101                         821.82                                  111924.85                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16784639                                                359                                  360                                      266500                                20070101                        1706.43                                  266264.87                                      65                  No MI                                                       1.00E+17                                                                                                                    6.625
16780801                                                358                                  360                                      480000                                20061201                        3274.45                                  479248.84                                      75                  No MI                                                       1.00E+17                                                                                                                     7.25
16780814                                                359                                  360                                      335000                                20070101                        2145.04                                  334704.44                             72.83000183                  No MI                                                       1.00E+17                                                                                                                    6.625
16780836                                                358                                  360                                      104500                                20061201                         926.73                                   104409.6                                      95                  PMI                                                         1.00E+17                                                                                                                   10.125
16780915                                                359                                  360                                      193500                                20070101                        1255.04                                   193333.4                             65.37000275                  No MI                                                       1.00E+17                                                                                                                     6.75
16780960                                                359                                  360                                      256800                                20070101                        1884.31                                  256627.69                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16781040                                                359                                  360                                      309000                                20070101                        1953.09                                  308720.66                             56.70000076                  No MI                                                       1.00E+17                                                                                                                      6.5
16778707                                                359                                  360                                       81000                                20070101                         695.92                                   80962.21                                      90                  PMI                                                         1.00E+17                                                                                                                     9.75
16778767                                                359                                  480                                      146900                                20070101                         899.58                                  146842.03                                      65                  No MI                                                       1.00E+17                                                                                                                    6.875
16778889                                                359                                  360                                      200000                                20070101                        1381.35                                  199847.82                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16776931                                                359                                  360                                      368000                                20070101                        2326.01                                  367667.32                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16777004                                                359                                  360                                      364900                                20070101                        2366.73                                  364585.83                             74.98000336                  No MI                                                       1.00E+17                                                                                                                     6.75
16777024                                                359                                  360                                      416000                                20070101                        2873.21                                  415683.46                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16777037                                                359                                  480                                      260000                                20070101                        1522.19                                  259886.14                             73.02999878                  No MI                                                       1.00E+17                                                                                                                      6.5
16777059                                                359                                  360                                      350000                                20070101                        2299.25                                  349705.96                             78.65000153                  No MI                                                       1.00E+17                                                                                                                    6.875
16777106                                                359                                  360                                      339150                                20070101                        2227.97                                  338865.08                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16778233                                                359                                  360                                      175040                                20070101                        1254.01                                  174916.46                                      80                  No MI                                                                                                                                                                                    7.75
16778273                                                359                                  360                                      512000                                20070101                           3200                                     512000                                      80                  No MI                                                                                                                                                                                     7.5
16778379                                                359                                  360                                      164696                                20070101                        1151.58                                  164573.77                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16778405                                                359                                  360                                      362000                                20070101                        2347.93                                  361688.32                             42.59000015                  No MI                                                       1.00E+17                                                                                                                     6.75
16778408                                                359                                  360                                       90251                                20070101                         555.69                                   90165.37                                      80                  No MI                                                       1.00E+17                                                                                                                     6.25
16778416                                                359                                  360                                       95800                                20070101                         589.86                                    95709.1                             63.95000076                  No MI                                                       1.00E+17                                                                                                                     6.25
16778438                                                359                                  360                                      244000                                20070101                        1664.51                                  243809.66                                     100                  PMI                                                         1.00E+17                                                                                                                     7.25
16778457                                                356                                  360                                      322500                                20061001                        2254.97                                  321533.61                                      75                  No MI                                                       1.00E+17                                                                                                                      7.5
16778465                                                359                                  360                                      519200                                20070101                        3785.83                                     519200                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16778467                                                357                                  360                                      550000                                20061101                        3431.28                                  548178.56                             49.88999939                  No MI                                                       1.00E+17                                                                                                                    6.375
16778473                                                357                                  360                                       98451                                20061101                         638.55                                   98195.28                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16778487                                                357                                  360                                      192000                                20061101                        1408.83                                  191610.93                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16778523                                                357                                  360                                      425000                                20061101                        2756.54                                  423896.05                             48.56999969                  No MI                                                       1.00E+17                                                                                                                     6.75
16778528                                                358                                  360                                      520000                                20061201                        3329.62                                  519079.89                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16778547                                                359                                  360                                       96400                                20070101                         641.35                                   96320.97                             79.98999786                  No MI                                                       1.00E+17                                                                                                                        7
16778570                                                359                                  360                                       71920                                20070101                         472.46                                   71859.58                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16776809                                                359                                  360                                      280000                                20070101                        1816.07                                  279758.93                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16776886                                                358                                  360                                      249500                                20061201                        1429.43                                     249500                             91.05999756                  PMI                                                         1.00E+17                                                                                                                    6.875
16775628                                                359                                  480                                      365000                                20070101                        2537.89                                  364895.44                                     100                  PMI                                                         1.00E+17                                                                                                                        8
16775633                                                358                                  360                                      120000                                20061201                        1030.99                                  119887.57                                     100                  PMI                                                         1.00E+17                                                                                                                     9.75
16776677                                                359                                  360                                      140000                                20070101                          978.9                                   139896.1                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16776681                                                359                                  360                                      550000                                20070101                        4674.94                                  549736.52                                     100                  PMI                                                         1.00E+17                                                                                                                    9.625
16776687                                                359                                  360                                      525000                                20070101                        3581.43                                  524590.45                                      75                  No MI                                                       1.00E+17                                                                                                                     7.25
16628966                                                357                                  360                                      153000                                20061101                        1056.73                                   152648.6                                      85                  Mortgage Guaranty In                                        1.00E+17                                                                                                                    7.375
16628700                                                358                                  360                                      264000                                20061201                         1622.5                                     264000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16628716                                                357                                  360                                      104000                                20061101                         727.18                                  103766.99                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16628802                                                357                                  360                                      228000                                20061101                        1814.07                                  227613.67                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16616279                                                357                                  360                                       54700                                20061101                         358.97                                      54700                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    7.875
16616314                                                357                                  360                                       61600                                20061101                         399.54                                   61439.98                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16615994                                                358                                  360                                      783250                                20061201                        4324.19                                     783250                             27.96999931                  No MI                                                       1.00E+17                                                                                                                    6.625
16616018                                                358                                  360                                      112700                                20061201                         730.97                                  112505.39                             77.19000244                  No MI                                                                                                                                                                                    6.75
16616065                                                357                                  360                                      149520                                20061101                        1071.18                                  149201.36                                      75                  No MI                                                       1.00E+17                                                                                                                     7.75
16616182                                                358                                  360                                       63000                                20061201                         451.34                                   62910.78                                      75                  No MI                                                       1.00E+17                                                                                                                     7.75
16616243                                                357                                  360                                       55000                                20061101                         384.57                                   54875.91                             73.33000183                  No MI                                                       1.00E+17                                                                                                                      7.5
16612984                                                358                                  360                                       40125                                20061201                         319.25                                   40079.83                             62.20999908                  No MI                                                       1.00E+17                                                                                                                    8.875
16613179                                                358                                  360                                      395000                                20061201                        2263.02                                     395000                                      79                  No MI                                                       1.00E+17                                                                                                                    6.875
16612953                                                357                                  360                                      151920                                20061101                        1036.36                                  151562.31                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16775428                                                359                                  360                                      198800                                20070101                        1511.02                                  198676.44                             89.95999908                  PMI                                                         1.00E+17                                                                                                                    8.375
16775379                                                359                                  360                                       72100                                20070101                         504.13                                    72046.5                                      70                  No MI                                                       1.00E+17                                                                                                                      7.5
16612798                                                358                                  360                                      585766                                20061201                        3750.72                                  584729.53                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16612854                                                357                                  360                                      138000                                20061101                         976.76                                  137632.48                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16612906                                                357                                  360                                       86250                                20061101                         603.07                                   86056.77                                      75                  No MI                                                       1.00E+17                                                                                                                      7.5
16650402                                                357                                  360                                       75200                                20061101                         538.74                                   75039.75                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16774946                                                359                                  360                                       62706                                20070101                         471.09                                   62666.01                                      70                  No MI                                                       1.00E+17                                                                                                                     8.25
16774954                                                359                                  360                                       84375                                20070101                         554.28                                   84304.12                                      75                  No MI                                                       1.00E+17                                                                                                                    6.875
16774969                                                359                                  480                                      336000                                20070101                        1967.13                                  335852.87                             74.66999817                  No MI                                                       1.00E+17                                                                                                                      6.5
16775056                                                359                                  360                                      417000                                20070101                        2704.65                                  416640.98                             79.43000031                  No MI                                                       1.00E+17                                                                                                                     6.75
16775057                                                359                                  360                                      468000                                20070101                        2958.08                                  467576.92                             74.51999664                  No MI                                                       1.00E+17                                                                                                                      6.5
16775078                                                358                                  360                                      250000                                20061201                        1600.78                                  249557.64                             49.02000046                  No MI                                                       1.00E+17                                                                                                                    6.625
16784763                                                358                                  360                                      404000                                20061201                        2653.99                                  403319.24                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16780948                                                358                                  360                                       68800                                20061201                         475.18                                   68694.98                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16772602                                                359                                  360                                      241475                                20070101                        1526.29                                   241256.7                                      65                  No MI                                                       1.00E+17                                                                                                                      6.5
16772616                                                359                                  360                                      164350                                20070101                        1121.16                                  164221.79                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16772661                                                358                                  360                                      640000                                20061201                           4600                                     640000                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16772665                                                359                                  360                                      288000                                20070101                        1916.07                                  287763.93                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16772696                                                359                                  360                                      744000                                20070101                         4572.5                                     744000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16772267                                                359                                  360                                      550000                                20070101                        3567.29                                  549526.46                             69.62000275                  No MI                                                       1.00E+17                                                                                                                     6.75
16772377                                                359                                  360                                       97000                                20070101                         637.22                                   96918.51                             24.87000084                  No MI                                                       1.00E+17                                                                                                                    6.875
16772452                                                359                                  360                                      329000                                20070101                        1679.27                                     329000                                      70                  No MI                                                       1.00E+17                                                                                                                    6.125
16772518                                                359                                  360                                      367000                                20070101                        2259.68                                  366651.78                             55.88000107                  No MI                                                       1.00E+17                                                                                                                     6.25
16772529                                                359                                  360                                      126000                                20070101                         859.54                                  125901.71                                      90                  PMI                                                         1.00E+17                                                                                                                     7.25
16771900                                                359                                  360                                       68309                                20070101                         448.74                                   68251.35                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16771957                                                359                                  480                                      120000                                20070101                         670.74                                  119941.76                             53.34000015                  No MI                                                       1.00E+17                                                                                                                    6.125
16772015                                                359                                  360                                       67716                                20070101                         461.94                                   67663.18                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16772068                                                359                                  360                                      256924                                20070101                        1602.87                                  256686.03                             77.40000153                  No MI                                                       1.00E+17                                                                                                                    6.375
16771711                                                359                                  360                                       86400                                20070101                         553.23                                   86323.77                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16771730                                                359                                  360                                      176000                                20070101                        1098.01                                  175836.99                             55.70000076                  No MI                                                       1.00E+17                                                                                                                    6.375
16771748                                                359                                  360                                      498500                                20070101                        2907.92                                     498500                             79.98999786                  No MI                                                       1.00E+17                                                                                                                        7
16771752                                                359                                  360                                      360000                                20070101                        2768.09                                  359781.91                             85.70999908                  PMI                                                         1.00E+17                                                                                                                      8.5
16771773                                                359                                  360                                      676600                                20070101                        3805.88                                     676600                                      68                  No MI                                                       1.00E+17                                                                                                                     6.75
16771781                                                359                                  360                                      500000                                20070101                        2968.75                                     500000                             77.51999664                  No MI                                                       1.00E+17                                                                                                                    7.125
16771803                                                359                                  360                                      209000                                20070101                        1607.03                                  208873.39                                      95                  PMI                                                         1.00E+17                                                                                                                      8.5
16771827                                                359                                  360                                       94500                                20070101                          620.8                                   94420.61                                      90                  Republic MIC                                                1.00E+17                                                                                                                    6.875
16770842                                                359                                  360                                      224000                                20070101                        1471.52                                  223811.81                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16770853                                                357                                  360                                      198000                                20061101                           1320                                     198000                                      90                  PMI                                                         1.00E+17                                                                                                                        8
16770856                                                359                                  360                                      137500                                20070101                         988.28                                     137500                                     100                  PMI                                                         1.00E+17                                                                                                                    8.625
16770861                                                359                                  360                                      250200                                20070101                        1814.12                                  250027.82                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16770868                                                359                                  360                                      111920                                20070101                         735.23                                  111825.97                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16770893                                                359                                  360                                      622500                                20070101                        3566.41                                     622500                             75.44999695                  No MI                                                       1.00E+17                                                                                                                    6.875
16770917                                                359                                  360                                      569600                                20070101                        3263.33                                     569600                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16770937                                                359                                  480                                      500000                                20070101                         3383.1                                  499846.07                                     100                  PMI                                                         1.00E+17                                                                                                                     7.75
16770945                                                359                                  360                                      191000                                20070101                        1207.25                                  190827.33                             54.56999969                  No MI                                                       1.00E+17                                                                                                                      6.5
16771000                                                359                                  360                                      187000                                20070101                        1404.87                                  186880.76                                     100                  PMI                                                         1.00E+17                                                                                                                     8.25
16771021                                                359                                  360                                      254000                                20070101                        1584.63                                  253764.75                                      80                  No MI                                                       1.00E+17                                                                                                                    6.375
16771057                                                358                                  360                                      280000                                20061201                        1895.83                                     280000                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16771077                                                359                                  360                                      438400                                20070101                        2694.33                                     438400                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16768125                                                359                                  360                                      119704                                20070101                          888.8                                   119625.7                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16768193                                                359                                  360                                      218547                                20070101                        1363.45                                  218344.58                                      95                  Radian Guaranty                                             1.00E+17                                                                                                                    6.375
16768213                                                359                                  360                                      130500                                20070101                          879.2                                  130395.64                             99.98000336                  PMI                                                         1.00E+17                                                                                                                    7.125
16768216                                                359                                  360                                      170400                                20070101                        1119.41                                  170256.84                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16768224                                                359                                  360                                      245000                                20070101                        1692.15                                  244813.58                                     100                  PMI                                                         1.00E+17                                                                                                                    7.375
16768247                                                358                                  360                                      114320                                20061201                         760.57                                  114132.05                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16768252                                                359                                  360                                      179120                                20070101                        1176.69                                  178969.52                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16768288                                                359                                  360                                      154400                                20070101                         988.64                                  154263.78                                      80                  No MI                                                                                                                                                                                   6.625
16768351                                                359                                  360                                       49100                                20070101                         360.28                                   49067.05                             79.97000122                  No MI                                                       1.00E+17                                                                                                                        8
16768411                                                359                                  360                                      217620                                20070101                        1269.45                                     217620                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16768430                                                359                                  360                                      140000                                20070101                        1051.77                                  139910.73                                     100                  PMI                                                         1.00E+17                                                                                                                     8.25
16768442                                                359                                  480                                      375200                                20070101                        2297.62                                  375051.96                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16768476                                                359                                  360                                      408500                                20070101                        2170.16                                     408500                             50.11999893                  No MI                                                       1.00E+17                                                                                                                    6.375
16768482                                                359                                  360                                      271800                                20070101                        2360.17                                  271676.52                                      90                  PMI                                                         1.00E+17                                                                                                                    9.875
16770752                                                359                                  360                                      260000                                20070101                        1664.81                                  259770.61                             57.77999878                  No MI                                                       1.00E+17                                                                                                                    6.625
16770783                                                359                                  360                                       72100                                20070101                         458.14                                      72100                                      70                  No MI                                                       1.00E+17                                                                                                                    7.625
16770797                                                359                                  360                                      254500                                20070101                         1776.2                                     254500                                     100                  PMI                                                         1.00E+17                                                                                                                    8.375
16768061                                                358                                  360                                      148410                                20061201                        1078.75                                  148366.31                                      90                  PMI                                                         1.00E+17                                                                                                                    8.725
16767997                                                359                                  360                                      616000                                20070101                         4413.1                                  615565.23                                      70                  No MI                                                       1.00E+17                                                                                                                     7.75
16768022                                                359                                  360                                      135120                                20070101                         914.87                                  135120.01                                      80                  No MI                                                                                                                                                                                   8.125
16765575                                                359                                  360                                      232750                                20070101                        1707.84                                  230557.66                             93.09999847                  Radian Guaranty                                             1.00E+17                                                                                                                        8
16765581                                                359                                  360                                      241000                                20070101                        1685.11                                  240821.14                             96.40000153                  PMI                                                         1.00E+17                                                                                                                      7.5
16765582                                                359                                  360                                      232000                                20070101                        1524.07                                   231805.1                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16765632                                                359                                  360                                      120250                                20070101                         810.15                                  120153.83                                      65                  No MI                                                       1.00E+17                                                                                                                    7.125
16765641                                                359                                  360                                      237500                                20070101                        1889.66                                  237366.85                                      95                  PMI                                                         1.00E+17                                                                                                                    8.875
16765642                                                359                                  360                                      120250                                20070101                         810.15                                  120153.83                                      65                  No MI                                                       1.00E+17                                                                                                                    7.125
16767832                                                359                                  360                                      313000                                20070101                        2188.54                                  312767.71                             77.27999878                  No MI                                                       1.00E+17                                                                                                                      7.5
16767848                                                359                                  360                                      106400                                20070101                         642.83                                     106400                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16767876                                                359                                  360                                      291700                                20070101                        1819.83                                  291429.83                                      80                  No MI                                                       1.00E+17                                                                                                                    6.375
16767895                                                359                                  360                                      404000                                20070101                        2146.25                                     404000                             48.09999847                  No MI                                                       1.00E+17                                                                                                                    6.375
16767903                                                359                                  360                                       63920                                20070101                         497.16                                   63882.27                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16767912                                                359                                  360                                      114000                                20070101                         836.49                                  113923.51                                     100                  PMI                                                         1.00E+17                                                                                                                        8
16767913                                                359                                  360                                      171750                                20070101                        1230.44                                  171628.78                                      75                  No MI                                                       1.00E+17                                                                                                                     7.75
16765356                                                359                                  360                                      536250                                20070101                        3433.67                                  535776.88                                      65                  No MI                                                       1.00E+17                                                                                                                    6.625
16765438                                                359                                  360                                      500177                                20070101                         2813.5                                     500177                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16765525                                                359                                  360                                       66744                                20070101                          513.2                                   66703.57                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16765252                                                359                                  480                                      312000                                20070101                        2169.37                                  311910.63                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16765309                                                359                                  360                                      180000                                20070101                        1258.59                                  179252.19                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16765192                                                358                                  360                                      204000                                20061201                        1338.75                                     204000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16765199                                                359                                  360                                      263900                                20070101                         1936.4                                  263722.93                             79.98999786                  No MI                                                       1.00E+17                                                                                                                        8
16765124                                                359                                  360                                     1200000                                20070101                        7783.18                                 1198966.82                                      75                  No MI                                                       1.00E+17                                                                                                                     6.75
16765134                                                359                                  360                                       88000                                20070101                         607.79                                   87933.03                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16765094                                                359                                  360                                      260000                                20070101                           1625                                     260000                                     100                  PMI                                                         1.00E+17                                                                                                                      7.5
16765111                                                359                                  360                                      323060                                20070101                        2153.73                                     323060                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16732072                                                359                                  360                                      536000                                20070101                        3432.07                                   535527.1                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16732105                                                359                                  360                                      255000                                20070101                        1611.77                                  254769.48                             57.29999924                  No MI                                                       1.00E+17                                                                                                                      6.5
16732011                                                359                                  360                                       94400                                20070101                         692.67                                   94336.66                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16721808                                                359                                  360                                      128000                                20070101                         851.59                                  127895.08                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16719154                                                358                                  360                                      103200                                20061201                         721.59                                  103046.34                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16721743                                                358                                  480                                      185000                                20061201                        1116.21                                  184848.41                             52.86000061                  No MI                                                       1.00E+17                                                                                                                     6.75
16721766                                                359                                  360                                      350000                                20070101                        2387.62                                  349726.96                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16719057                                                359                                  360                                      512000                                20070101                        2933.33                                     512000                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16718528                                                359                                  360                                      212000                                20070101                        1446.21                                  211834.62                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16718585                                                359                                  480                                       88800                                20070101                         609.12                                   88773.63                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16718979                                                359                                  360                                       75200                                20070101                          591.6                                   75156.73                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16718742                                                358                                  360                                       81600                                20061201                         634.68                                   81503.29                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16718756                                                359                                  360                                      250000                                20070101                        1856.24                                  249836.47                                     100                  PMI                                                         1.00E+17                                                                                                                    8.125
16718803                                                359                                  360                                      199400                                20070101                        1433.19                                     199400                                     100                  PMI                                                         1.00E+17                                                                                                                    8.625
16718932                                                359                                  360                                      444000                                20070101                        3219.31                                  443694.44                             71.04000092                  No MI                                                       1.00E+17                                                                                                                    7.875
16718402                                                359                                  360                                      240000                                20070101                           1350                                     240000                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16718343                                                358                                  360                                       58950                                20061201                         458.51                                   58880.13                                      90                  PMI                                                         1.00E+17                                                                                                                    8.625
16718374                                                359                                  360                                      105720                                20070101                         676.94                                  105626.72                                      90                  United Guaranty                                             1.00E+17                                                                                                                    6.625
16718375                                                358                                  360                                      188000                                20061201                        1250.77                                  187690.67                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16718268                                                359                                  360                                       53250                                20070101                         409.45                                   53217.75                                      75                  No MI                                                       1.00E+17                                                                                                                      8.5
16718298                                                359                                  360                                      250000                                20070101                        1791.03                                  249823.55                                     100                  PMI                                                         1.00E+17                                                                                                                     7.75
16717669                                                355                                  360                                      164000                                20060901                        1161.67                                     164000                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16717672                                                359                                  360                                      228000                                20070101                        1594.21                                  227830.79                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16717675                                                359                                  360                                       73600                                20070101                         527.28                                   73548.05                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16717734                                                359                                  360                                       92250                                20070101                         701.17                                   92192.66                             79.97000122                  No MI                                                       1.00E+17                                                                                                                    8.375
16717741                                                359                                  480                                      380000                                20070101                        2224.74                                  379833.59                             53.15000153                  No MI                                                       1.00E+17                                                                                                                      6.5
16717766                                                359                                  360                                      863700                                20070101                        4858.31                                     863700                             69.70999908                  No MI                                                       1.00E+17                                                                                                                     6.75
16717834                                                359                                  360                                       73000                                20070101                         425.83                                      73000                                     100                  PMI                                                         1.00E+17                                                                                                                        7
16718144                                                359                                  360                                      120000                                20070101                         965.55                                  119934.45                                     100                  PMI                                                         1.00E+17                                                                                                                        9
16717496                                                359                                  360                                      242600                                20070101                        1593.71                                  242396.19                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    6.875
16717560                                                359                                  360                                      248000                                20070101                         1547.2                                   247770.3                                      80                  No MI                                                       1.00E+17                                                                                                                    6.375
16717573                                                358                                  360                                       76300                                20061201                         607.08                                   76214.13                                     100                  PMI                                                         1.00E+17                                                                                                                    8.875
16717617                                                358                                  360                                       96200                                20061201                         631.97                                   96037.89                                      65                  No MI                                                       1.00E+17                                                                                                                    6.875
16717620                                                356                                  360                                      163508                                20061001                        1158.18                                     163508                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16717239                                                359                                  360                                      193600                                20070101                        1353.68                                  193456.32                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16717252                                                359                                  360                                      141000                                20070101                         914.52                                  140878.61                             71.20999908                  No MI                                                       1.00E+17                                                                                                                     6.75
16717261                                                358                                  360                                      109750                                20061201                         839.13                                     109750                                     100                  PMI                                                         1.00E+17                                                                                                                    9.175
16717375                                                357                                  360                                      284280                                20061101                        1843.83                                  283541.43                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16717389                                                359                                  360                                       45000                                20070101                         354.02                                    44974.1                                      90                  Republic MIC                                                1.00E+17                                                                                                                     8.75
16717407                                                359                                  360                                      137660                                20070101                         881.45                                  137538.55                             64.87999725                  No MI                                                       1.00E+17                                                                                                                    6.625
16717416                                                358                                  360                                       50080                                20061201                         363.11                                   50010.85                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16717430                                                358                                  480                                      120000                                20061201                         713.26                                   119898.2                             53.33000183                  No MI                                                       1.00E+17                                                                                                                    6.625
16717439                                                358                                  360                                      255200                                20061201                         1754.5                                     255200                             79.76999664                  No MI                                                       1.00E+17                                                                                                                     8.25
16717448                                                358                                  360                                      116000                                20061201                         902.24                                  115862.53                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16717483                                                359                                  360                                      140000                                20070101                         933.33                                     140000                                     100                  PMI                                                                                                                                                                                         8
16715161                                                358                                  360                                       60000                                20061201                         443.66                                   59987.45                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16715196                                                359                                  360                                      190000                                20070101                        1147.92                                     190000                                     100                  PMI                                                         1.00E+17                                                                                                                     7.25
16715211                                                359                                  360                                      210480                                20070101                         1382.7                                  210303.17                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16715251                                                359                                  360                                      465592                                20070101                        3176.16                                  454187.77                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16715310                                                359                                  360                                      108320                                20070101                         738.93                                  108232.95                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16717150                                                359                                  360                                      231920                                20070101                        1691.08                                     231920                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16717162                                                359                                  360                                      880000                                20070101                        5041.67                                     880000                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16714083                                                359                                  360                                      137207                                20070101                         878.55                                  137085.95                             48.59999847                  No MI                                                       1.00E+17                                                                                                                    6.625
16714180                                                358                                  360                                      106000                                20061201                         796.34                                  105809.07                                     100                  PMI                                                         1.00E+17                                                                                                                     8.25
16714186                                                359                                  360                                       88000                                20070101                         607.79                                   87933.04                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16714699                                                359                                  360                                      123000                                20070101                         828.67                                  122901.64                             55.15999985                  No MI                                                       1.00E+17                                                                                                                    7.125
16715112                                                359                                  360                                      411200                                20070101                         2441.5                                     411200                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16714719                                                359                                  360                                      113212                                20070101                         820.87                                  113134.08                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16714742                                                358                                  360                                      477750                                20061201                        3098.68                                   476924.6                                      65                  No MI                                                       1.00E+17                                                                                                                     6.75
16714743                                                358                                  360                                      215200                                20061201                        1523.17                                  214887.51                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16714746                                                358                                  360                                       99920                                20061201                         733.18                                   99785.46                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16714811                                                358                                  360                                      224000                                20061201                        1516.67                                  223999.99                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16714817                                                358                                  360                                      268000                                20061201                        2036.99                                  267665.69                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16714828                                                357                                  360                                      188000                                20061101                        1445.56                                   187655.9                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16714850                                                355                                  360                                      164000                                20060901                        1161.67                                     164000                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16714881                                                359                                  360                                      125600                                20070101                         804.23                                  125489.19                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16714920                                                359                                  360                                      200000                                20070101                        1264.14                                  199819.19                             60.61999893                  No MI                                                       1.00E+17                                                                                                                      6.5
16714921                                                358                                  360                                      230350                                20061201                        1650.26                                  230023.79                                      85                  PMI                                                         1.00E+17                                                                                                                     7.75
16713935                                                359                                  360                                      148800                                20070101                        1040.43                                  148689.57                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16713973                                                359                                  360                                      111212                                20070101                         796.74                                   111133.5                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16713984                                                359                                  360                                       79920                                20070101                         628.73                                   79874.02                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16713729                                                359                                  360                                      226000                                20070101                        1577.29                                     226000                             94.16999817                  PMI                                                         1.00E+17                                                                                                                    8.375
16713775                                                358                                  360                                      380000                                20061201                           2375                                     380000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16713524                                                359                                  360                                      180940                                20070101                        1343.47                                  180821.64                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16713547                                                358                                  360                                       63950                                20061201                         447.15                                   63854.78                             79.98999786                  No MI                                                       1.00E+17                                                                                                                      7.5
16713581                                                359                                  480                                      182850                                20070101                        1123.77                                     182850                             79.98000336                  No MI                                                       1.00E+17                                                                                                                    7.375
16713709                                                358                                  360                                      189600                                20061201                         1382.5                                     189600                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16713716                                                358                                  360                                      197100                                20061201                        1378.15                                  196806.54                                      90                  PMI                                                         1.00E+17                                                                                                                      7.5
16713726                                                359                                  360                                      147000                                20070101                        1056.56                                     147000                                     100                  PMI                                                         1.00E+17                                                                                                                    8.625
16711093                                                358                                  360                                      116160                                20061201                         812.21                                  115987.04                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16711104                                                358                                  360                                      119920                                20061201                         828.26                                  119736.94                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16711123                                                358                                  360                                      224400                                20061201                        1262.25                                     224400                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16711186                                                358                                  360                                      170350                                20061201                         958.22                                     170350                             79.98000336                  No MI                                                       1.00E+17                                                                                                                     6.75
16711196                                                359                                  360                                      387508                                20070101                        2449.31                                  387157.69                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16711258                                                359                                  360                                       86000                                20070101                         707.71                                      86000                                     100                  PMI                                                         1.00E+17                                                                                                                    9.875
16710862                                                358                                  360                                      128000                                20061201                        1029.92                                  127859.64                                      80                  No MI                                                       1.00E+17                                                                                                                        9
16710873                                                359                                  360                                      192000                                20070101                        1408.83                                  191871.17                             78.37000275                  No MI                                                       1.00E+17                                                                                                                        8
16710918                                                358                                  360                                      310844                                20061201                        1942.78                                     310844                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16710948                                                358                                  480                                      455000                                20061201                        2994.22                                   454692.3                             79.81999969                  No MI                                                       1.00E+17                                                                                                                      7.5
16710988                                                359                                  360                                       95280                                20070101                         658.08                                   95207.49                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16711039                                                358                                  360                                      562300                                20061201                        3788.32                                  561398.01                                      80                  No MI                                                                                                                                                                                   7.125
16711044                                                358                                  360                                      220000                                20061201                        1390.55                                  219596.69                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16711066                                                358                                  360                                       47000                                20061201                         324.62                                   46928.24                             48.45000076                  No MI                                                       1.00E+17                                                                                                                    7.375
16710150                                                358                                  360                                      235120                                20061201                         1469.5                                     235120                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16710788                                                358                                  360                                       50100                                20061201                         346.03                                   50023.52                             58.25999832                  No MI                                                       1.00E+17                                                                                                                    7.375
16710205                                                359                                  360                                      283250                                20070101                        2228.33                                  283087.03                                     100                  PMI                                                                                                                                                                                      8.75
16709494                                                358                                  360                                      278000                                20061201                        1896.45                                  277564.95                             94.23999786                  Radian Guaranty                                             1.00E+17                                                                                                                     7.25
16709500                                                358                                  360                                      104500                                20061201                         721.76                                  104340.47                                      95                  PMI                                                         1.00E+17                                                                                                                    7.375
16709598                                                359                                  360                                      162500                                20070101                        1013.79                                  162349.49                                      65                  No MI                                                       1.00E+17                                                                                                                    6.375
16709612                                                359                                  360                                      191750                                20070101                        1196.27                                   191572.4                                      65                  No MI                                                       1.00E+17                                                                                                                    6.375
16709614                                                358                                  360                                       70900                                20061201                         443.13                                      70900                             78.77999878                  No MI                                                       1.00E+17                                                                                                                      7.5
16709619                                                359                                  360                                      169650                                20070101                         1058.4                                  169492.87                                      65                  No MI                                                       1.00E+17                                                                                                                    6.375
16709631                                                359                                  360                                      162500                                20070101                        1013.79                                  162349.49                                      65                  No MI                                                       1.00E+17                                                                                                                    6.375
16709636                                                359                                  360                                      162500                                20070101                        1013.79                                  162349.49                                      65                  No MI                                                       1.00E+17                                                                                                                    6.375
16709640                                                359                                  360                                      169000                                20070101                        1054.34                                  168843.47                                      65                  No MI                                                       1.00E+17                                                                                                                    6.375
16709642                                                359                                  360                                      182000                                20070101                        1135.44                                  181831.44                                      65                  No MI                                                       1.00E+17                                                                                                                    6.375
16709648                                                359                                  360                                      201500                                20070101                        1273.62                                  201317.84                                      65                  No MI                                                       1.00E+17                                                                                                                      6.5
16709652                                                359                                  360                                      108000                                20070101                         773.73                                  107923.77                                     100                  PMI                                                         1.00E+17                                                                                                                     7.75
16709723                                                358                                  360                                      263750                                20061201                        1840.76                                     263750                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    8.375
16709742                                                358                                  360                                       82400                                20061201                         597.46                                   82286.21                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16709770                                                359                                  360                                      175000                                20070101                        1039.06                                     175000                                      70                  No MI                                                       1.00E+17                                                                                                                    7.125
16708165                                                358                                  360                                      120000                                20061201                         778.32                                  119792.78                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16709806                                                359                                  360                                      140000                                20070101                        1101.38                                  139919.45                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16709846                                                359                                  360                                      568750                                20070101                        3641.77                                   568248.2                                      65                  No MI                                                       1.00E+17                                                                                                                    6.625
16709867                                                359                                  360                                      154764                                20070101                         940.36                                  154613.58                                      80                  No MI                                                       1.00E+17                                                                                                                    6.125
16709877                                                359                                  360                                      235920                                20070101                        1491.17                                  235706.73                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16708256                                                359                                  360                                       87200                                20070101                         662.78                                    87145.8                                      80                  No MI                                                                                                                                                                                   8.375
16709887                                                358                                  360                                      207680                                20061201                        1514.33                                     207680                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16709895                                                358                                  360                                      354000                                20061201                        1843.75                                     354000                             63.77999878                  No MI                                                       1.00E+17                                                                                                                     6.25
16709900                                                359                                  360                                      320600                                20070101                        2070.54                                     320600                                      95                  Mortgage Guaranty In                                        1.00E+17                                                                                                                     7.75
16709904                                                359                                  360                                      433600                                20070101                         3372.5                                     433344                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16709949                                                358                                  360                                       68800                                20061201                         504.83                                   68707.37                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16709981                                                358                                  360                                      125000                                20061201                         810.75                                  124784.15                             55.56000137                  No MI                                                       1.00E+17                                                                                                                     6.75
16709984                                                359                                  360                                      480000                                20070101                           3000                                     480000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16709987                                                358                                  360                                      192350                                20061201                         921.68                                     192350                                      80                  No MI                                                       1.00E+17                                                                                                                     5.75
16710012                                                359                                  360                                      183200                                20070101                        1125.92                                     183200                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16708348                                                359                                  360                                      213600                                20070101                        1268.25                                     213600                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16706860                                                358                                  360                                      150320                                20061201                         950.12                                  150047.47                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16706869                                                358                                  360                                      299200                                20061201                        2300.59                                   298836.2                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16706916                                                359                                  360                                      605428                                20070101                        3727.72                                  604853.55                                      80                  No MI                                                       1.00E+17                                                                                                                     6.25
16706938                                                359                                  360                                      229600                                20070101                        1527.53                                   229411.8                                      70                  No MI                                                       1.00E+17                                                                                                                        7
16706967                                                359                                  360                                      208000                                20070101                        1191.67                                     208000                             49.16999817                  No MI                                                       1.00E+17                                                                                                                    6.875
16706968                                                358                                  360                                       86400                                20061201                            603                                      86400                                      90                  PMI                                                         1.00E+17                                                                                                                    8.375
16706998                                                359                                  480                                      173550                                20070101                        1078.49                                  173483.89                                      65                  No MI                                                       1.00E+17                                                                                                                        7
16707031                                                359                                  360                                      131200                                20070101                         929.33                                     131200                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16707037                                                358                                  360                                      124000                                20061201                         899.09                                  123828.76                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16707054                                                358                                  360                                      154800                                20061201                          967.5                                     154800                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16707120                                                358                                  360                                      359954                                20061201                        2455.52                                  359390.69                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16707150                                                356                                  360                                      461000                                20061001                        2876.04                                  459078.42                             74.34999847                  No MI                                                       1.00E+17                                                                                                                    6.375
16707760                                                355                                  360                                       53445                                20060901                         387.51                                   53207.83                                      70                  No MI                                                                                                                                                                                   7.875
16707804                                                358                                  360                                      153320                                20061201                         926.31                                     153320                                      80                  No MI                                                                                                                                                                                    7.25
16707843                                                358                                  360                                      202500                                20061201                        1539.15                                  202247.38                             74.44999695                  No MI                                                       1.00E+17                                                                                                                    8.375
16707886                                                358                                  360                                      154800                                20061201                        1109.01                                  154580.77                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16707894                                                358                                  360                                      284000                                20061201                        1913.36                                  283544.43                                     100                  PMI                                                         1.00E+17                                                                                                                    7.125
16707930                                                359                                  360                                      175900                                20070101                         1214.9                                  175766.15                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    7.375
16706721                                                358                                  360                                       52000                                20061201                         368.05                                    51924.5                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16706758                                                357                                  360                                     1950000                                20061101                        12187.5                                    1950000                                      65                  No MI                                                       1.00E+17                                                                                                                      7.5
16706794                                                358                                  360                                      324000                                20061201                         2092.5                                     324000                             87.56999969                  PMI                                                         1.00E+17                                                                                                                     7.75
16704435                                                358                                  360                                       70000                                20061201                         473.96                                      70000                                      70                  No MI                                                       1.00E+17                                                                                                                    8.125
16704456                                                359                                  360                                      133400                                20070101                         967.24                                   133308.2                                     100                  PMI                                                         1.00E+17                                                                                                                    7.875
16704457                                                358                                  360                                      237250                                20061201                        1309.82                                     237250                                      65                  No MI                                                       1.00E+17                                                                                                                    6.625
16704488                                                358                                  360                                       83200                                20061201                            520                                      83200                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16704492                                                355                                  360                                      742000                                20060901                         4637.5                                     742000                                      70                  No MI                                                       1.00E+17                                                                                                                      7.5
16704496                                                357                                  360                                       52000                                20061101                          357.5                                      52000                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16704498                                                357                                  360                                       92000                                20061101                          632.5                                      92000                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16704499                                                357                                  360                                       65600                                20061101                          430.5                                      65600                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16704500                                                357                                  360                                       49600                                20061101                            341                                      49600                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16704504                                                358                                  360                                      650000                                20061201                        4215.89                                  648877.57                             36.11000061                  No MI                                                       1.00E+17                                                                                                                     6.75
16704508                                                359                                  360                                      108000                                20070101                         755.15                                  107919.85                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16704516                                                358                                  360                                      754000                                20061201                        4476.88                                     754000                                      65                  No MI                                                                                                                                                                                   7.125
16704537                                                359                                  360                                      200000                                20070101                        1313.86                                  199831.97                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16704552                                                358                                  360                                      175000                                20061201                        1268.87                                  174758.35                                     100                  PMI                                                         1.00E+17                                                                                                                    7.875
16704562                                                358                                  360                                       74200                                20061201                         531.58                                   74094.92                                      70                  No MI                                                       1.00E+17                                                                                                                     7.75
16704580                                                358                                  360                                       67900                                20061201                         486.44                                   67803.85                                      70                  No MI                                                       1.00E+17                                                                                                                     7.75
16706557                                                358                                  360                                      720000                                20061201                        5096.11                                  718954.45                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16706570                                                358                                  360                                      632000                                20061201                         4257.9                                   630986.2                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16706593                                                358                                  360                                      139120                                20061201                         1106.9                                  138963.44                                      80                  No MI                                                                                                                                                                                   8.875
16706418                                                358                                  360                                      167672                                20061201                        1172.39                                  167422.34                                      80                  No MI                                                                                                                                                                                     7.5
16706438                                                359                                  480                                      393750                                20070101                        2411.22                                  393594.64                                      75                  No MI                                                       1.00E+17                                                                                                                    6.875
16706445                                                358                                  360                                      508250                                20061201                        3510.36                                  507470.87                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16706461                                                357                                  360                                       74500                                20061101                         592.76                                   74373.75                                     100                  PMI                                                         1.00E+17                                                                                                                    8.875
16706463                                                357                                  360                                       74500                                20061101                         592.76                                   74373.76                                     100                  PMI                                                         1.00E+17                                                                                                                    8.875
16706470                                                358                                  360                                       63750                                20061201                         445.75                                   63655.08                                      75                  No MI                                                       1.00E+17                                                                                                                      7.5
16706473                                                358                                  360                                      300000                                20061201                        2149.24                                  299575.15                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16706479                                                358                                  360                                       71920                                20061201                         502.88                                   71812.91                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16706487                                                359                                  360                                       78400                                20070101                         609.79                                   78353.71                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16706490                                                358                                  360                                       78400                                20061201                         609.79                                   78307.09                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16706507                                                358                                  360                                      119600                                20061201                         846.52                                  119426.33                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16704048                                                358                                  360                                       62900                                20061201                         412.78                                      62900                             89.98999786                  Republic MIC                                                1.00E+17                                                                                                                    7.875
16704072                                                359                                  360                                      118150                                20070101                         918.96                                  118080.24                                      95                  PMI                                                         1.00E+17                                                                                                                    8.625
16704177                                                358                                  360                                      105690                                20061201                         766.33                                  105544.04                                      75                  No MI                                                       1.00E+17                                                                                                                    7.875
16704286                                                358                                  360                                      190000                                20061201                        1377.63                                  189017.26                                     100                  PMI                                                         1.00E+17                                                                                                                    7.875
16704338                                                359                                  360                                      173323                                20070101                         1211.9                                  173194.37                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16704356                                                358                                  360                                       81600                                20061201                            561                                      81600                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16704375                                                358                                  360                                      465500                                20061201                        3096.98                                  464734.65                                      95                  Radian Guaranty                                             1.00E+17                                                                                                                        7
16704378                                                358                                  480                                      250000                                20061201                        1485.96                                  249787.91                             76.91999817                  No MI                                                       1.00E+17                                                                                                                    6.625
16704406                                                358                                  360                                      103200                                20061201                         623.24                                   103157.1                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16697910                                                358                                  360                                      130500                                20061201                         912.47                                  130305.71                                      90                  PMI                                                         1.00E+17                                                                                                                      7.5
16697704                                                358                                  360                                      207810                                20061201                        1296.46                                  207424.04                                      90                  PMI                                                         1.00E+17                                                                                                                    6.375
16697743                                                359                                  360                                      417000                                20070101                        2704.65                                  416640.96                             76.90000153                  No MI                                                       1.00E+17                                                                                                                     6.75
16697813                                                358                                  360                                      140000                                20061201                          978.9                                  139791.53                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16695633                                                358                                  360                                      397440                                20061201                         2401.2                                     397440                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16695653                                                358                                  360                                      208000                                20061201                        1126.67                                     208000                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16695661                                                358                                  360                                      165592                                20061201                         827.96                                     165592                                      80                  No MI                                                       1.00E+17                                                                                                                        6
16695665                                                358                                  360                                      138800                                20061201                         1006.4                                  138608.32                             76.26000214                  No MI                                                       1.00E+17                                                                                                                    7.875
16695669                                                358                                  360                                      232000                                20061201                        1329.17                                     232000                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16695676                                                358                                  360                                      187200                                20061201                           1014                                     187200                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16695522                                                355                                  360                                      332800                                20060901                        2461.22                                  332785.17                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16695531                                                358                                  360                                      147521                                20061201                         875.91                                     147521                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16695542                                                358                                  360                                      148916                                20061201                         853.16                                  148915.99                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16695555                                                355                                  360                                      279920                                20060901                        1603.71                                     279920                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16695563                                                357                                  360                                      655832                                20061101                        4038.07                                   653955.4                                      80                  No MI                                                       1.00E+17                                                                                                                     6.25
16695567                                                357                                  360                                      289040                                20061101                        1625.85                                     289040                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16695570                                                357                                  360                                      121775                                20061101                         786.46                                  121774.98                             78.81999969                  No MI                                                       1.00E+17                                                                                                                     7.75
16695572                                                358                                  360                                      307938                                20061201                           1668                                     307938                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16695576                                                357                                  360                                      195000                                20061101                        1200.65                                   189206.6                                      75                  No MI                                                       1.00E+17                                                                                                                     6.25
16695590                                                357                                  360                                      134605                                20061101                         715.09                                     134605                                      80                  No MI                                                       1.00E+17                                                                                                                    6.375
16695601                                                358                                  360                                      265714                                20061201                        1494.64                                  265713.99                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16695603                                                357                                  360                                      214652                                20061101                        1140.34                                     214652                                      95                  Mortgage Guaranty In                                        1.00E+17                                                                                                                    6.375
16695611                                                358                                  360                                      228684                                20061201                        1357.81                                  228683.99                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16695614                                                358                                  360                                      155190                                20061201                         905.27                                  155190.01                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16695626                                                357                                  360                                       94255                                20061101                         611.34                                   94010.16                             74.45999908                  No MI                                                       1.00E+17                                                                                                                     6.75
16673622                                                357                                  360                                      200005                                20061101                        1125.03                                     200005                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16673628                                                357                                  360                                      223614                                20061101                        1544.45                                  223100.39                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16673641                                                357                                  360                                      356798                                20061101                        2284.62                                  355848.38                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16673645                                                357                                  360                                      211248                                20061101                        1188.27                                     211248                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16673659                                                357                                  360                                      224000                                20061101                        1490.28                                  223445.95                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16673661                                                357                                  360                                      252792                                20061101                        1421.96                                     252792                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16673669                                                357                                  360                                      340000                                20061101                        2121.16                                  339039.07                                      68                  No MI                                                       1.00E+17                                                                                                                    6.375
16673677                                                357                                  360                                      255782                                20061101                        1385.49                                     255782                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16673682                                                357                                  360                                      397990                                20061101                        2445.98                                     397990                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16634799                                                357                                  360                                      178420                                20061101                        1387.73                                  178101.71                                      90                  PMI                                                         1.00E+17                                                                                                                    8.625
16709384                                                359                                  360                                       71200                                20070101                         516.25                                      71151                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16685549                                                358                                  480                                      241000                                20061201                        1585.95                                  240804.17                             77.73999786                  No MI                                                       1.00E+17                                                                                                                      7.5
16780545                                                359                                  360                                      128000                                20070101                        1006.98                                  127926.35                                     100                  PMI                                                         1.00E+17                                                                                                                     8.75
16778141                                                359                                  360                                      262500                                20070101                        2159.52                                  262363.91                                      75                  No MI                                                       1.00E+17                                                                                                                     9.25
16776310                                                359                                  360                                      432000                                20070101                           2745                                     432000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16776341                                                359                                  360                                      195876                                20070101                        1558.48                                  195766.19                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16767481                                                359                                  360                                      130000                                20070101                         854.01                                  129890.78                                      65                  No MI                                                       1.00E+17                                                                                                                    6.875
16767500                                                359                                  360                                      144000                                20070101                         1044.1                                   143900.9                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16773156                                                359                                  360                                      709600                                20070101                        5469.83                                     709600                                      80                  No MI                                                       1.00E+17                                                                                                                     9.25
16773081                                                359                                  480                                      163000                                20070101                         925.42                                  162923.54                             45.91999817                  No MI                                                       1.00E+17                                                                                                                     6.25
16731229                                                359                                  360                                      516000                                20070101                        3432.96                                  515577.04                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16765021                                                359                                  480                                      248000                                20070101                        1678.02                                  247923.65                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16730339                                                359                                  360                                      246400                                20070101                        1488.67                                     246400                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16731346                                                359                                  360                                      156300                                20070101                        1201.81                                  156205.31                             89.30999756                  PMI                                                         1.00E+17                                                                                                                      8.5
16730413                                                359                                  360                                      280000                                20070101                         2128.2                                  279825.96                                     100                  PMI                                                         1.00E+17                                                                                                                    8.375
16731755                                                357                                  360                                      296000                                20061101                        2004.17                                     296000                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16731776                                                356                                  360                                       50400                                20061001                          396.5                                   50282.73                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16731837                                                359                                  360                                       73125                                20070101                         517.97                                      73125                                      75                  No MI                                                       1.00E+17                                                                                                                      8.5
16731881                                                358                                  360                                       87300                                20061201                         610.41                                   87170.03                                      90                  PMI                                                         1.00E+17                                                                                                                      7.5
16731884                                                359                                  360                                       79900                                20070101                         621.45                                   79852.83                                     100                  PMI                                                         1.00E+17                                                                                                                    8.625
16731794                                                359                                  360                                      800000                                20070101                        5188.78                                  799311.22                             43.24000168                  No MI                                                       1.00E+17                                                                                                                     6.75
16730237                                                359                                  480                                      240000                                20070101                        1668.75                                  239931.25                                     100                  PMI                                                         1.00E+17                                                                                                                        8
16730049                                                359                                  360                                      263600                                20070101                        1455.29                                     263600                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    6.625
16728005                                                359                                  360                                      204000                                20070101                        1253.75                                     204000                                      75                  No MI                                                       1.00E+17                                                                                                                    7.375
16728212                                                359                                  360                                       94500                                20070101                         668.87                                    94431.6                                      70                  No MI                                                       1.00E+17                                                                                                                    7.625
16643834                                                358                                  360                                      360000                                20061201                        2455.83                                  358889.18                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16656147                                                358                                  360                                      110240                                20061201                         780.87                                     110240                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16770898                                                357                                  360                                      258050                                20061101                        1893.48                                  257527.09                                      65                  No MI                                                       1.00E+17                                                                                                                        8
16658576                                                358                                  360                                       76000                                20061201                         577.65                                   75905.21                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16658526                                                357                                  360                                      296549                                20061101                        1884.32                                  296548.99                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16658561                                                358                                  360                                      274400                                20061201                        1895.21                                  273981.12                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16658464                                                359                                  360                                      177086                                20070101                        1090.35                                  176917.97                                      80                  No MI                                                       1.00E+17                                                                                                                     6.25
16658491                                                357                                  480                                      164990                                20061101                        1288.57                                  164887.34                                     100                  PMI                                                                                                                                                                                     9.125
16658501                                                357                                  360                                       65600                                20061101                         487.08                                   65470.39                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16658446                                                357                                  360                                       97500                                20061101                         673.41                                   97276.05                                      75                  No MI                                                       1.00E+17                                                                                                                    7.375
16658434                                                358                                  360                                      194040                                20061201                         1293.6                                     194040                                      77                  No MI                                                       1.00E+17                                                                                                                        8
16658369                                                358                                  360                                      164720                                20061201                         960.87                                     164720                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16656891                                                358                                  360                                       86999                                20061201                         600.88                                   86866.19                                      75                  No MI                                                       1.00E+17                                                                                                                    7.375
16656901                                                357                                  360                                      206250                                20061101                        1424.52                                  205776.27                                      75                  No MI                                                       1.00E+17                                                                                                                    7.375
16656848                                                358                                  360                                       87200                                20061201                         554.08                                      87200                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16656814                                                357                                  360                                       70200                                20061101                         490.85                                   70042.72                             79.94999695                  No MI                                                       1.00E+17                                                                                                                      7.5
16656828                                                359                                  360                                      181600                                20070101                        1191.75                                     181600                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16656686                                                358                                  360                                      108000                                20061201                          859.3                                  107878.45                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16803590                                                359                                  360                                      375950                                20070101                        2314.79                                  375593.28                             79.98999786                  No MI                                                       1.00E+17                                                                                                                     6.25
16801892                                                359                                  360                                      223200                                20070101                        1232.25                                     223200                                      90                  PMI                                                         1.00E+17                                                                                                                    6.625
16788889                                                359                                  360                                      167400                                20070101                        1156.19                                  167272.62                                      90                  PMI                                                         1.00E+17                                                                                                                    7.375
16778514                                                358                                  360                                      424000                                20061201                           2650                                     424000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16771755                                                359                                  360                                      363000                                20070101                         2476.3                                  362716.82                             84.22000122                  PMI                                                         1.00E+17                                                                                                                     7.25
16771992                                                356                                  360                                      496000                                20061001                        3048.33                                  496000.01                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16765182                                                356                                  360                                      163508                                20061001                        1158.18                                     163508                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16731745                                                356                                  360                                       73600                                20061001                         585.59                                   73433.13                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16729374                                                358                                  360                                       48150                                20061201                          383.1                                   48095.82                                      90                  PMI                                                         1.00E+17                                                                                                                    8.875
16729853                                                358                                  360                                      112000                                20061201                         841.42                                  111855.97                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16729917                                                357                                  360                                      175000                                20061101                        1600.79                                  174789.55                             76.08999634                  No MI                                                       1.00E+17                                                                                                                     10.5
16723948                                                357                                  360                                      132000                                20061101                           1074                                  131787.64                                      80                  No MI                                                       1.00E+17                                                                                                                    9.125
16722055                                                359                                  360                                      151000                                20070101                         954.42                                  150863.49                             41.93999863                  No MI                                                       1.00E+17                                                                                                                      6.5
16718494                                                359                                  360                                      120000                                20070101                         758.48                                  119891.52                             16.54999924                  No MI                                                       1.00E+17                                                                                                                      6.5
16713685                                                358                                  360                                      472000                                20061201                        3061.38                                  471184.95                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16713889                                                358                                  360                                       56400                                20061201                          443.7                                   56334.86                                      80                  No MI                                                                                                                                                                                    8.75
16714078                                                359                                  360                                      191552                                20070101                        1339.36                                  191409.84                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16714814                                                358                                  480                                      179984                                20061201                        1037.74                                  179820.42                                      80                  No MI                                                       1.00E+17                                                                                                                    6.375
16714951                                                358                                  360                                      240000                                20061201                        1740.17                                  239668.58                                     100                  PMI                                                         1.00E+17                                                                                                                    7.875
16715019                                                358                                  360                                       91200                                20061201                         701.25                                   91089.11                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16717123                                                358                                  360                                      999950                                20061201                        6485.66                                  998223.28                             52.63000107                  No MI                                                       1.00E+17                                                                                                                     6.75
16717125                                                358                                  360                                      552500                                20061201                         3583.5                                  551545.95                                      65                  No MI                                                       1.00E+17                                                                                                                     6.75
16717127                                                358                                  360                                      617500                                20061201                        4005.09                                  616433.71                                      65                  No MI                                                       1.00E+17                                                                                                                     6.75
16717233                                                358                                  360                                      452984                                20061201                        2643.49                                  451780.89                                      80                  No MI                                                       1.00E+17                                                                                                                     5.75
16717257                                                358                                  360                                      470250                                20061201                        2890.08                                     470250                                      95                  PMI                                                         1.00E+17                                                                                                                    7.375
16708176                                                358                                  360                                       80625                                20061201                         621.48                                      80625                                      75                  No MI                                                       1.00E+17                                                                                                                     9.25
16708279                                                358                                  360                                      113600                                20061201                         853.44                                  113454.62                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16710200                                                357                                  360                                       51300                                20061101                         426.69                                   51221.66                                      90                  PMI                                                         1.00E+17                                                                                                                    9.375
16710960                                                358                                  360                                      168000                                20061201                         1032.5                                     168000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16710976                                                356                                  360                                       61600                                20061001                         517.97                                   61477.35                                      80                  No MI                                                       1.00E+17                                                                                                                      9.5
16706558                                                358                                  360                                      580000                                20061201                         3262.5                                     580000                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16707716                                                358                                  360                                      346320                                20061201                         2020.2                                     346320                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16704484                                                358                                  360                                      145600                                20061201                        1018.06                                   145383.2                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16697789                                                358                                  360                                      800000                                20061201                        4409.82                                  798759.94                                   62.75                  No MI                                                       1.00E+17                                                                                                                    6.625
16667186                                                358                                  360                                       64000                                20061201                         469.61                                   63913.83                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16658700                                                358                                  360                                      800000                                20061201                        4833.33                                  800000.01                             69.56999969                  No MI                                                       1.00E+17                                                                                                                     7.25
16654195                                                358                                  360                                      825000                                20061201                        5070.31                                  825000.01                                      75                  No MI                                                       1.00E+17                                                                                                                    7.375
16704363                                                358                                  360                                      190332                                20061201                        1189.58                                     190332                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16680194                                                356                                  360                                      271800                                20061001                        1762.89                                  270856.02                                      90                  PMI                                                         1.00E+17                                                                                                                     6.75
16672738                                                358                                  360                                      134300                                20061201                         951.29                                     134300                                      85                  PMI                                                         1.00E+17                                                                                                                      8.5
16656551                                                357                                  360                                      171600                                20061101                        1199.85                                  171215.56                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16646000                                                358                                  360                                      292000                                20061201                        2297.17                                  291662.77                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16803552                                                359                                  480                                      300800                                20070101                        1869.27                                   300685.4                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16658586                                                358                                  360                                      174000                                20061201                         978.75                                     174000                             73.73000336                  No MI                                                       1.00E+17                                                                                                                     6.75
16695588                                                357                                  360                                      115280                                20061101                          720.5                                  115279.24                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16695540                                                358                                  360                                      371390                                20061201                        2475.93                                  371390.01                                      95                  Triad Guaranty                                              1.00E+17                                                                                                                        8
16662124                                                356                                  360                                      160000                                20061001                        1183.33                                  160000.01                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16662218                                                358                                  360                                       88000                                20061201                         645.71                                   87881.52                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16667148                                                358                                  360                                       64000                                20061201                         469.61                                   63913.83                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16659140                                                357                                  360                                       63000                                20061101                         451.34                                   62865.75                                   79.75                  No MI                                                       1.00E+17                                                                                                                     7.75
16667114                                                358                                  360                                      115360                                20061201                         796.76                                   115183.9                                      70                  No MI                                                       1.00E+17                                                                                                                    7.375
16788756                                                356                                  360                                      250000                                20061001                        1663.26                                   249173.1                             39.49000168                  No MI                                                       1.00E+17                                                                                                                        7
16711054                                                358                                  360                                      240000                                20061201                           1500                                     240000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16659114                                                358                                  360                                       43000                                20061201                         259.79                                      43000                             69.34999847                  No MI                                                                                                                                                                                    7.25
16651481                                                358                                  360                                      146000                                20061201                         983.63                                   145765.8                             64.88999939                  No MI                                                       1.00E+17                                                                                                                    7.125
16692105                                                358                                  360                                      359000                                20061201                        2728.66                                  358552.16                                     100                  PMI                                                         1.00E+17                                                                                                                    8.375
16706931                                                358                                  360                                       54600                                20061201                         410.19                                   54530.14                                     100                  PMI                                                         1.00E+17                                                                                                                     8.25
16654368                                                356                                  360                                      408000                                20061001                        2993.76                                  405233.54                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16710752                                                358                                  480                                      302164                                20061201                        1769.04                                  301898.64                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16723065                                                358                                  360                                      220000                                20061201                        1329.17                                     220000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16634491                                                357                                  360                                      117132                                20061101                            809                                  116862.87                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16680274                                                358                                  360                                      127300                                20061201                         978.83                                  127145.21                             79.98000336                  No MI                                                       1.00E+17                                                                                                                      8.5
16634447                                                358                                  480                                      110400                                20061201                         767.62                                   110336.5                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16768344                                                358                                  360                                      131200                                20061201                         917.37                                  131004.65                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16704491                                                358                                  360                                      292000                                20061201                        1764.17                                     292000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16640938                                                357                                  360                                       85050                                20061101                         624.07                                   84877.65                                      90                  United Guaranty                                             1.00E+17                                                                                                                        8
16790706                                                359                                  480                                      502500                                20070101                        3168.42                                  502315.17                             62.81000137                  No MI                                                       1.00E+17                                                                                                                    7.125
16790771                                                358                                  360                                      265296                                20061201                        1809.79                                  264880.83                                      80                  No MI                                                                                                                                                                                    7.25
16790997                                                359                                  360                                      550000                                20070101                        3036.46                                     550000                             57.88999939                  No MI                                                       1.00E+17                                                                                                                    6.625
16798431                                                359                                  360                                      650000                                20070101                        4055.15                                  649397.98                             63.11000061                  No MI                                                       1.00E+17                                                                                                                    6.375
16798445                                                359                                  360                                      329000                                20070101                        2056.25                                     329000                             92.68000031                  PMI                                                         1.00E+17                                                                                                                      7.5
16798951                                                359                                  360                                      140000                                20070101                        1088.91                                  139917.34                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16801866                                                359                                  360                                      168000                                20070101                        1160.33                                  167872.17                                     100                  PMI                                                         1.00E+17                                                                                                                    7.375
16803802                                                359                                  360                                      360000                                20070101                        2245.93                                  359666.57                                      80                  No MI                                                       1.00E+17                                                                                                                    6.375
16803944                                                359                                  360                                      390000                                20070101                        2497.21                                  389655.92                             69.63999939                  No MI                                                       1.00E+17                                                                                                                    6.625
16803978                                                359                                  360                                      448000                                20070101                        2794.94                                  447585.06                                      80                  No MI                                                       1.00E+17                                                                                                                    6.375
16775572                                                359                                  360                                      240000                                20070101                        1516.96                                  239783.04                             50.52999878                  No MI                                                       1.00E+17                                                                                                                      6.5
16780748                                                359                                  360                                      880000                                20070101                           6050                                     880000                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16788565                                                359                                  360                                       80800                                20070101                         635.65                                   80753.52                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16788631                                                359                                  360                                      333000                                20070101                        2243.48                                  332733.71                                      90                  Republic MIC                                                1.00E+17                                                                                                                    7.125
16788708                                                359                                  360                                      488000                                20070101                        3454.03                                   487646.8                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16788991                                                359                                  360                                      268800                                20070101                         2090.7                                   268641.3                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16770762                                                358                                  360                                      327992                                20061201                        1571.59                                  327983.63                                      80                  No MI                                                       1.00E+17                                                                                                                     5.75
16771015                                                359                                  480                                      364000                                20070101                        2229.04                                  363856.38                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16774884                                                359                                  360                                      320000                                20070101                        2348.05                                  319785.28                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16774886                                                356                                  360                                      542500                                20061001                        3700.81                                  540791.78                             65.76000214                  No MI                                                       1.00E+17                                                                                                                     7.25
16775075                                                359                                  360                                      265000                                20070101                        1631.65                                  264748.56                             63.09999847                  No MI                                                       1.00E+17                                                                                                                     6.25
16656669                                                357                                  360                                      124000                                20061101                         953.45                                  123773.05                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16656573                                                358                                  360                                      240000                                20061201                           1450                                     240000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16656574                                                358                                  360                                      852000                                20061201                           4615                                     852000                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16656541                                                358                                  360                                       49000                                20061201                         342.62                                   48927.03                                      70                  No MI                                                       1.00E+17                                                                                                                      7.5
16656439                                                358                                  480                                      249600                                20061201                        1528.48                                  249402.47                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16656475                                                358                                  360                                      163875                                20061201                        1245.57                                  163670.57                                      95                  PMI                                                         1.00E+17                                                                                                                    8.375
16387140                                                356                                  360                                      183590                                20061001                        1331.15                                  183079.65                                      70                  No MI                                                                                                                                                                                   7.875
16388941                                                355                                  360                                      600000                                20060901                        3936.18                                  599799.34                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16840295                                                359                                  360                                      332500                                20070101                        1801.04                                     332500                                      70                  No MI                                                       1.00E+17                                                                                                                      6.5
16838826                                                359                                  360                                       40000                                20070101                         300.51                                   39974.49                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16838904                                                359                                  360                                      280000                                20070101                        1910.09                                  279781.58                             72.34999847                  No MI                                                       1.00E+17                                                                                                                     7.25
16826558                                                359                                  360                                      198000                                20070101                        1258.12                                  198000.01                                     100                  PMI                                                         1.00E+17                                                                                                                    7.625
16826896                                                359                                  360                                       92000                                20070101                          627.6                                   91928.23                                     100                  PMI                                                         1.00E+17                                                                                                                     7.25
16819646                                                359                                  360                                      415000                                20070101                        2118.23                                     415000                             76.84999847                  No MI                                                       1.00E+17                                                                                                                    6.125
16823679                                                359                                  360                                      198370                                20070101                        1157.63                                  198162.89                                      80                  No MI                                                       1.00E+17                                                                                                                     5.75
16823681                                                359                                  360                                       52000                                20070101                         303.46                                   51945.71                                      20                  No MI                                                       1.00E+17                                                                                                                     5.75
16809470                                                359                                  360                                      166250                                20070101                        1078.29                                  166106.87                                      95                  GE Capital MI                                               1.00E+17                                                                                                                     6.75
16809514                                                358                                  360                                      168000                                20061201                        1089.64                                  167709.91                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16809523                                                359                                  360                                      200000                                20070101                        1415.59                                  199855.24                             69.93000031                  No MI                                                       1.00E+17                                                                                                                    7.625
16809545                                                359                                  360                                      155000                                20070101                        1031.22                                  154733.98                             30.10000038                  No MI                                                       1.00E+17                                                                                                                        7
16809623                                                359                                  360                                      226500                                20070101                         1450.3                                  226300.17                                      75                  No MI                                                       1.00E+17                                                                                                                    6.625
16809378                                                359                                  360                                      252000                                20070101                        1592.81                                  251772.19                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16806760                                                359                                  360                                      123650                                20070101                         801.99                                  123543.54                             79.37999725                  No MI                                                       1.00E+17                                                                                                                     6.75
16806935                                                359                                  360                                      210000                                20070101                        1310.13                                   209805.5                             65.62999725                  No MI                                                       1.00E+17                                                                                                                    6.375
16806945                                                359                                  360                                      239950                                20070101                        1474.54                                  239925.34                                     100                  PMI                                                         1.00E+17                                                                                                                    7.375
16806952                                                359                                  360                                      109000                                20070101                         716.05                                  108908.43                             43.59999847                  No MI                                                       1.00E+17                                                                                                                    6.875
16807057                                                359                                  360                                      637600                                20070101                        3852.17                                     637600                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16807097                                                359                                  360                                       79800                                20070101                         537.63                                   79736.18                                      70                  No MI                                                       1.00E+17                                                                                                                    7.125
16807102                                                359                                  360                                      383175                                20070101                        2549.27                                  382860.92                                      65                  No MI                                                       1.00E+17                                                                                                                        7
16807114                                                359                                  360                                      153600                                20070101                        1181.05                                  153506.95                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16809290                                                359                                  360                                      230000                                20070101                        1491.78                                  229801.97                             58.97000122                  No MI                                                       1.00E+17                                                                                                                     6.75
16804150                                                359                                  360                                      123600                                20070101                         906.93                                  123517.07                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16803434                                                359                                  360                                      532000                                20070101                         3362.6                                  531519.07                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16801461                                                359                                  360                                      182650                                20070101                        1095.08                                  182468.17                             79.98000336                  No MI                                                       1.00E+17                                                                                                                        6
16801475                                                359                                  360                                      378000                                20070101                         2677.5                                     378000                                      90                  PMI                                                         1.00E+17                                                                                                                      8.5
16801492                                                359                                  360                                      110250                                20070101                          752.1                                  110163.99                                      75                  No MI                                                       1.00E+17                                                                                                                     7.25
16801496                                                359                                  360                                      106500                                20070101                         708.55                                   106412.7                             69.37999725                  No MI                                                       1.00E+17                                                                                                                        7
16801500                                                359                                  360                                      560000                                20070101                           3675                                     560000                             69.56999969                  No MI                                                       1.00E+17                                                                                                                    7.875
16801508                                                359                                  360                                      142700                                20070101                         901.96                                  142442.68                             79.94000244                  No MI                                                       1.00E+17                                                                                                                      6.5
16801576                                                359                                  360                                      116000                                20070101                         749.17                                     116000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16801740                                                359                                  360                                      153900                                20070101                        1089.29                                  153788.62                                      90                  PMI                                                         1.00E+17                                                                                                                    7.625
16801743                                                359                                  360                                       95000                                20070101                          713.7                                   94939.43                                     100                  PMI                                                         1.00E+17                                                                                                                     8.25
16801755                                                359                                  360                                      319000                                20070101                         2095.6                                     318732                             93.81999969                  PMI                                                         1.00E+17                                                                                                                    6.875
16801784                                                359                                  360                                      252000                                20070101                        1613.58                                  251777.67                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16801791                                                359                                  360                                       87000                                20070101                         820.31                                   86968.13                                     100                  PMI                                                         1.00E+17                                                                                                                   10.875
16801795                                                357                                  360                                      158500                                20061101                        1089.69                                  158499.99                             99.98999786                  PMI                                                         1.00E+17                                                                                                                     8.25
16801937                                                359                                  360                                      500000                                20070101                        2708.33                                     500000                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16801986                                                359                                  360                                      108750                                20070101                         705.35                                  108656.37                             79.97000122                  No MI                                                       1.00E+17                                                                                                                     6.75
16801991                                                359                                  360                                      156800                                20070101                        1056.39                                  156674.61                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16798643                                                359                                  360                                      600000                                20070101                           3250                                     600000                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16798687                                                359                                  360                                      162000                                20070101                        1077.79                                  161867.21                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16798727                                                359                                  360                                      125400                                20070101                         953.13                                  125322.06                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16798732                                                359                                  360                                      191000                                20070101                        1074.38                                     191000                             68.70999908                  No MI                                                       1.00E+17                                                                                                                     6.75
16798513                                                359                                  480                                      127500                                20070101                         874.58                                  127462.14                                      75                  No MI                                                                                                                                                                                   7.875
16798530                                                359                                  360                                      185000                                20070101                        1293.55                                   184862.7                             94.87000275                  PMI                                                         1.00E+17                                                                                                                      7.5
16798618                                                359                                  360                                      153000                                20070101                        1122.66                                  152897.34                                     100                  PMI                                                         1.00E+17                                                                                                                        8
16798207                                                359                                  360                                      601600                                20070101                        3852.11                                  601069.22                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16798220                                                359                                  360                                      305600                                20070101                        1982.12                                  305336.88                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16798337                                                359                                  360                                       97600                                20070101                         750.46                                   97540.87                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16798425                                                359                                  360                                      335750                                20070101                        2205.64                                  335467.93                                      85                  PMI                                                         1.00E+17                                                                                                                    6.875
16798466                                                358                                  360                                      398000                                20061201                        2614.58                                  397329.34                             78.91999817                  No MI                                                       1.00E+17                                                                                                                    6.875
16549670                                                356                                  360                                       79500                                20061001                         555.88                                   79261.77                                      75                  No MI                                                       1.00E+17                                                                                                                      7.5
16656349                                                358                                  360                                      110583                                20061201                         792.23                                   110426.4                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16656356                                                358                                  360                                       75200                                20061201                         525.81                                   75088.03                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16656326                                                358                                  360                                      425600                                20061201                        2690.08                                  424828.42                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16656346                                                358                                  360                                       66000                                20061201                         525.13                                   65925.71                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16656245                                                357                                  360                                       99000                                20061101                         618.75                                      99000                             79.19999695                  No MI                                                       1.00E+17                                                                                                                      7.5
16656246                                                357                                  360                                      169600                                20061101                        1200.42                                   169229.4                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16656178                                                357                                  360                                      444000                                20061101                        2678.52                                  443341.11                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16656123                                                357                                  360                                      248000                                20061101                           1550                                     248000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16656145                                                357                                  360                                      400000                                20061101                           2375                                     400000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16378115                                                355                                  360                                     1200000                                20060901                         9015.2                                 1196121.03                             36.36000061                  No MI                                                       1.00E+17                                                                                                                     8.25
16656098                                                357                                  360                                      100000                                20061101                         635.42                                     100000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16653966                                                358                                  360                                       68800                                20061201                         492.89                                   68702.57                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16653980                                                358                                  360                                       71250                                20061201                         510.44                                   71149.11                                      75                  No MI                                                       1.00E+17                                                                                                                     7.75
16653986                                                357                                  360                                      135920                                20061101                         985.51                                  135637.55                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16653995                                                357                                  360                                      257312                                20061101                           1635                                  257311.99                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16654031                                                357                                  360                                      289784                                20061101                        1841.34                                     289784                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16654078                                                358                                  360                                      184450                                20061201                         1289.7                                  184175.37                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16654185                                                358                                  360                                      136000                                20061201                         950.93                                  135797.51                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16654200                                                358                                  360                                       83502                                20061201                         547.98                                      83502                                      75                  No MI                                                       1.00E+17                                                                                                                    7.875
16654201                                                358                                  360                                      164000                                20061201                        1304.86                                  163815.44                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16654205                                                358                                  360                                       83877                                20061201                         550.44                                      83877                                      75                  No MI                                                       1.00E+17                                                                                                                    7.875
16654217                                                357                                  360                                      132750                                20061101                         951.04                                  132467.09                                      75                  No MI                                                       1.00E+17                                                                                                                     7.75
16803475                                                358                                  360                                       67500                                20061201                         525.01                                   67420.01                                      90                  PMI                                                         1.00E+17                                                                                                                    8.625
16654220                                                358                                  360                                      287560                                20061201                        1986.11                                  287121.03                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16654232                                                358                                  360                                      147200                                20061201                         991.71                                  146963.87                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16654270                                                358                                  360                                      184000                                20061201                        1286.55                                  183726.05                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16654409                                                357                                  360                                      369209                                20061101                        2581.56                                  368381.84                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16377427                                                356                                  360                                      236800                                20061001                        1799.85                                  236205.05                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16653932                                                358                                  360                                       41600                                20061201                         319.87                                   41549.42                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16653788                                                358                                  360                                      882957                                20061201                        6173.76                                  881642.35                                      80                  No MI                                                                                                                                                                                     7.5
16651543                                                358                                  360                                       62910                                20061201                         478.16                                   62831.53                                      90                  PMI                                                         1.00E+17                                                                                                                    8.375
16651596                                                357                                  360                                      172000                                20061101                        1232.23                                  171631.54                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16651628                                                357                                  360                                      163200                                20061101                           1071                                     163200                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16651639                                                357                                  360                                      108000                                20061101                         718.53                                  107732.85                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16651292                                                358                                  360                                      230000                                20061201                        1510.94                                     228934                             59.74000168                  No MI                                                       1.00E+17                                                                                                                    6.875
16651318                                                358                                  360                                      147080                                20061201                        1223.34                                  146924.15                                     100                  PMI                                                         1.00E+17                                                                                                                    9.375
16651336                                                357                                  360                                       52400                                20061101                         389.07                                   52296.47                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16651365                                                357                                  360                                      488000                                20061101                        3370.49                                  486879.17                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16651371                                                357                                  360                                       81600                                20061101                         552.14                                   81546.62                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16651454                                                358                                  360                                      320000                                20061201                        2075.51                                  319447.43                             77.11000061                  No MI                                                       1.00E+17                                                                                                                     6.75
16651218                                                357                                  480                                      150000                                20061101                         878.19                                   149731.2                                    37.5                  No MI                                                       1.00E+17                                                                                                                      6.5
16651239                                                357                                  360                                      140000                                20061101                        1076.48                                  139743.76                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16651250                                                357                                  360                                      216000                                20061101                        1214.44                                     215900                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16651115                                                357                                  360                                      174771                                20061101                        1282.41                                  174416.42                                      90                  United Guaranty                                             1.00E+17                                                                                                                        8
16651127                                                357                                  360                                      259900                                20061101                        1772.98                                  259288.06                                     100                  PMI                                                         1.00E+17                                                                                                                     7.25
16651167                                                358                                  360                                      173500                                20061201                        1048.23                                     173500                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16371878                                                355                                  360                                      724816                                20060901                        4883.22                                  721883.26                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16659123                                                357                                  360                                      121841                                20061101                         810.61                                  121539.64                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16651312                                                357                                  360                                      296880                                20061101                        2010.12                                  296880.01                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16697608                                                358                                  360                                      136800                                20061201                         864.67                                  136551.99                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16697651                                                358                                  360                                       58400                                20061201                         373.94                                   58296.65                             54.58000183                  No MI                                                       1.00E+17                                                                                                                    6.625
16697571                                                358                                  360                                      120600                                20061201                         895.45                                  120441.69                             77.80999756                  No MI                                                       1.00E+17                                                                                                                    8.125
16697580                                                358                                  360                                      198000                                20061201                        1384.44                                  197704.64                                     100                  PMI                                                         1.00E+17                                                                                                                      7.5
16697463                                                358                                  480                                      214240                                20061201                        1292.63                                  214064.44                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16697471                                                358                                  360                                       79920                                20061201                         607.45                                   79820.31                                      80                  No MI                                                                                                                                                                                   8.375
16697492                                                358                                  360                                      225000                                20061201                         1440.7                                  224042.58                                      30                  No MI                                                       1.00E+17                                                                                                                    6.625
16697407                                                358                                  360                                      491495                                20061201                        2662.26                                     491495                             66.27999878                  No MI                                                       1.00E+17                                                                                                                      6.5
16697409                                                359                                  360                                      244508                                20070101                        1709.64                                  244326.54                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16697427                                                359                                  360                                      188000                                20070101                        1253.33                                     188000                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16697429                                                353                                  360                                       81900                                20060701                         600.95                                   81507.49                             89.95999908                  Republic MIC                                                1.00E+17                                                                                                                        8
16696572                                                357                                  360                                      129000                                20061101                          991.9                                  128763.89                             83.76999664                  PMI                                                         1.00E+17                                                                                                                      8.5
16696620                                                359                                  360                                      272000                                20070101                        1586.67                                     272000                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16696520                                                358                                  360                                      112000                                20061201                         783.12                                  111833.23                                      80                  No MI                                                                                                                                                                                     7.5
16696352                                                358                                  360                                      197500                                20061201                         1347.3                                  197190.93                             79.98999786                  No MI                                                       1.00E+17                                                                                                                     7.25
16696357                                                358                                  480                                       85000                                20061201                         497.64                                   84925.36                             37.77999878                  No MI                                                       1.00E+17                                                                                                                      6.5
16696339                                                359                                  360                                      132650                                20070101                         871.42                                  132538.55                             79.91000366                  No MI                                                       1.00E+17                                                                                                                    6.875
16696328                                                359                                  360                                      296000                                20070101                        1819.17                                     296000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16696288                                                359                                  360                                       65000                                20070101                         454.49                                   64951.76                             53.93000031                  No MI                                                       1.00E+17                                                                                                                      7.5
16696274                                                359                                  360                                       45000                                20070101                         318.51                                   44967.43                             43.65000153                  No MI                                                       1.00E+17                                                                                                                    7.625
16696278                                                359                                  360                                       45000                                20070101                         318.51                                   44967.43                             45.45000076                  No MI                                                       1.00E+17                                                                                                                    7.625
16696285                                                359                                  360                                       71500                                20070101                         499.94                                   71446.94                             45.54000092                  No MI                                                       1.00E+17                                                                                                                      7.5
16696256                                                359                                  360                                       43500                                20070101                         307.89                                   43468.52                             42.02999878                  No MI                                                       1.00E+17                                                                                                                    7.625
16696261                                                359                                  360                                       40000                                20070101                         283.12                                   39971.05                             53.33000183                  No MI                                                       1.00E+17                                                                                                                    7.625
16696262                                                359                                  360                                      533000                                20070101                        2887.08                                     533000                                      65                  No MI                                                                                                                                                                                     6.5
16696264                                                358                                  360                                       88000                                20061201                         592.87                                   87858.84                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16696266                                                358                                  360                                      254400                                20061201                        2092.89                                   254135.2                                      80                  No MI                                                       1.00E+17                                                                                                                     9.25
16696267                                                359                                  360                                       45000                                20070101                         318.51                                   44967.43                             47.52000046                  No MI                                                       1.00E+17                                                                                                                    7.625
16696202                                                358                                  360                                      333750                                20061201                        2036.64                                  331385.56                                      75                  No MI                                                       1.00E+17                                                                                                                    7.375
16696209                                                358                                  360                                      136000                                20061201                         986.09                                  135812.21                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16696151                                                358                                  360                                      208800                                20061201                        1513.94                                  208511.68                                      90                  PMI                                                         1.00E+17                                                                                                                    7.875
16696159                                                357                                  360                                       88000                                20061101                         756.06                                   87875.82                                     100                  PMI                                                         1.00E+17                                                                                                                     9.75
16696181                                                358                                  360                                      113600                                20061201                         804.67                                     113600                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16696193                                                358                                  360                                     1368750                                20061201                        7984.37                                    1368750                                      75                  No MI                                                       1.00E+17                                                                                                                        7
16695936                                                359                                  360                                       52750                                20070101                         396.29                                   52716.37                                      70                  No MI                                                       1.00E+17                                                                                                                     8.25
16695981                                                356                                  360                                      650000                                20061001                        4401.04                                     650000                             69.30000305                  No MI                                                                                                                                                                                   8.125
16694072                                                358                                  360                                      412800                                20061201                        2746.37                                  412121.29                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16694030                                                358                                  360                                      435000                                20061201                        3297.11                                  434454.01                                     100                  PMI                                                         1.00E+17                                                                                                                    8.345
16693960                                                359                                  360                                      448000                                20070101                        2980.56                                  447632.77                             68.91999817                  No MI                                                       1.00E+17                                                                                                                        7
16657318                                                355                                  360                                      215100                                20060901                        1673.03                                  214455.81                                      90                  Republic MIC                                                1.00E+17                                                                                                                    8.625
16657481                                                356                                  360                                      180224                                20061001                        1322.42                                  179735.44                                      95                  Republic MIC                                                                                                                                                                                8
16657697                                                355                                  360                                      144240                                20060901                        1008.55                                  143756.39                                      80                  No MI                                                                                                                                                                                     7.5
16657899                                                356                                  360                                      200000                                20061001                        1280.62                                  199288.29                             47.06000137                  No MI                                                                                                                                                                                   6.625
16693902                                                358                                  480                                      108800                                20061201                         726.05                                  108730.34                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16693940                                                358                                  360                                       59925                                20061201                         455.47                                   59850.26                                      75                  No MI                                                       1.00E+17                                                                                                                    8.375
16693943                                                357                                  360                                      163508                                20061101                        1158.18                                     163508                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16693847                                                358                                  360                                       83610                                20061201                         665.24                                   83515.91                                      90                  PMI                                                         1.00E+17                                                                                                                    8.875
16693861                                                358                                  360                                       68497                                20061201                         435.24                                      68497                                      70                  No MI                                                       1.00E+17                                                                                                                    7.625
16693873                                                359                                  360                                      117000                                20070101                          838.2                                  116917.43                                      90                  Radian Guaranty                                             1.00E+17                                                                                                                     7.75
16655469                                                356                                  360                                       10000                                20061001                          69.07                                    9969.27                             9.520000458                  No MI                                                       1.00E+17                                                                                                                    7.375
16693749                                                359                                  360                                       48300                                20070101                         341.86                                   48265.05                                      70                  No MI                                                       1.00E+17                                                                                                                    7.625
16693770                                                358                                  360                                      281676                                20061201                        1945.47                                  281246.01                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16366767                                                353                                  360                                      130000                                20060701                         704.17                                     130000                             22.03000069                  No MI                                                       1.00E+17                                                                                                                      6.5
16693674                                                358                                  360                                       60000                                20061201                         369.43                                   59885.84                             18.35000038                  No MI                                                       1.00E+17                                                                                                                     6.25
16693650                                                359                                  360                                      302392                                20070101                        1961.31                                  302131.65                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16693480                                                358                                  360                                      170032                                20061201                        1174.37                                  169772.44                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16693547                                                358                                  360                                      164000                                20061201                        1146.71                                  163755.82                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16693606                                                358                                  360                                      297600                                20061201                           1953                                     297600                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16693405                                                358                                  360                                      122850                                20061201                         817.32                                     122648                             79.97000122                  No MI                                                       1.00E+17                                                                                                                        7
16693446                                                358                                  360                                      288000                                20061201                           1860                                     288000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16693448                                                358                                  480                                      170000                                20061201                         980.18                                  169845.49                             72.33999634                  No MI                                                       1.00E+17                                                                                                                    6.375
16693472                                                356                                  360                                      224000                                20061001                        1624.16                                  223377.27                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16692740                                                357                                  360                                      223100                                20061101                        1440.85                                     223100                             79.97000122                  No MI                                                       1.00E+17                                                                                                                     7.75
16693331                                                358                                  360                                       92000                                20061201                          659.1                                   91869.72                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16693333                                                357                                  360                                      175000                                20061101                        1223.63                                  174607.92                                      70                  No MI                                                       1.00E+17                                                                                                                      7.5
16693350                                                358                                  360                                       82800                                20061201                         600.36                                   82685.66                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16693351                                                359                                  360                                      200000                                20070101                        1450.14                                  199862.36                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16693364                                                355                                  360                                      144800                                20060901                        1024.89                                  144482.23                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16692701                                                358                                  360                                      427405                                20061201                        3025.15                                  426784.34                                      95                  PMI                                                         1.00E+17                                                                                                                    7.625
16692574                                                358                                  360                                      135900                                20061201                        1009.05                                  135721.61                                      90                  PMI                                                         1.00E+17                                                                                                                    8.125
16692632                                                358                                  360                                      125000                                20061201                         863.34                                  124809.19                                     100                  PMI                                                         1.00E+17                                                                                                                    7.375
16692460                                                358                                  360                                       84000                                20061201                         638.46                                   83895.22                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16692468                                                358                                  360                                       63200                                20061201                         436.51                                   63103.52                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16692531                                                358                                  360                                      167120                                20061201                         1044.5                                     167120                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16692540                                                358                                  360                                       68000                                20061201                         446.71                                   67885.42                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16692437                                                358                                  360                                      139900                                20061201                         918.09                                     139900                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    7.875
16692442                                                358                                  360                                       80640                                20061201                          537.6                                      80640                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16692445                                                358                                  360                                      345000                                20061201                        2443.75                                     345000                                      75                  No MI                                                       1.00E+17                                                                                                                      8.5
16692331                                                358                                  360                                      417000                                20061201                        2388.49                                     416900                             78.68000031                  No MI                                                       1.00E+17                                                                                                                    6.875
16692352                                                358                                  360                                      116000                                20061201                         762.04                                  115804.53                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16692358                                                358                                  360                                       66000                                20061201                         478.55                                   65908.86                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16692360                                                358                                  360                                       89700                                20061201                         681.78                                   89588.11                             79.98000336                  No MI                                                       1.00E+17                                                                                                                    8.375
16632439                                                357                                  360                                      140800                                20061101                         984.49                                  140484.56                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16713661                                                358                                  360                                      101700                                20061201                          737.4                                  101470.84                                      90                  PMI                                                         1.00E+17                                                                                                                    7.875
16670509                                                358                                  360                                       88000                                20061201                         513.33                                      88000                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16674048                                                358                                  360                                       62284                                20061201                          435.5                                   62191.27                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16692228                                                353                                  360                                      149850                                20060701                         967.16                                  149753.57                             84.98000336                  Mortgage Guaranty In                                        1.00E+17                                                                                                                     7.75
16707783                                                358                                  360                                      800000                                20061201                        5056.54                                  798549.67                             53.33000183                  No MI                                                       1.00E+17                                                                                                                      6.5
16638451                                                358                                  360                                       98306                                20061201                         629.46                                   98132.06                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16564826                                                358                                  360                                       48000                                20061201                         360.61                                   47938.57                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16717198                                                355                                  360                                      479000                                20060901                         3186.8                                   477013.8                             79.83000183                  No MI                                                       1.00E+17                                                                                                                        7
16632666                                                358                                  360                                     1125000                                20061201                        6796.87                                    1125000                                      75                  No MI                                                                                                                                                                                    7.25
16692232                                                357                                  360                                       57600                                20061101                         412.65                                   57477.26                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16644188                                                358                                  360                                       98077                                20061201                            628                                   97903.46                                      75                  No MI                                                       1.00E+17                                                                                                                    6.625
16692211                                                358                                  360                                      204000                                20061201                        1496.88                                  203720.87                             78.45999908                  No MI                                                       1.00E+17                                                                                                                        8
16692154                                                358                                  360                                      677000                                20061201                        4447.41                                  675859.22                             52.08000183                  No MI                                                       1.00E+17                                                                                                                    6.875
16706903                                                358                                  360                                      400800                                20061201                        2906.08                                  400190.13                             78.58999634                  No MI                                                       1.00E+17                                                                                                                    7.875
16658685                                                358                                  360                                      408000                                20061201                         2337.5                                     408000                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16616511                                                358                                  360                                      112000                                20061201                         821.82                                  111716.18                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16688438                                                358                                  360                                       68000                                20061201                         493.05                                   67906.09                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16662316                                                358                                  360                                      224000                                20061201                        1423.33                                  224000.01                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16656595                                                358                                  360                                      184000                                20061201                        1302.34                                  183732.81                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16628980                                                358                                  360                                       76000                                20061201                         492.93                                   75868.76                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16672486                                                358                                  360                                       76000                                20061201                          531.4                                   75886.85                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16656485                                                358                                  360                                      224000                                20061201                        1306.67                                  223999.99                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16681197                                                358                                  360                                      596000                                20061201                        3662.92                                     596000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16697858                                                358                                  360                                       87350                                20061201                         671.65                                    87243.8                             87.34999847                  PMI                                                         1.00E+17                                                                                                                      8.5
16680582                                                358                                  360                                      584000                                20061201                        3934.52                                  583063.19                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16672583                                                358                                  360                                      147500                                20061201                        1006.21                                  147269.18                             70.23999786                  No MI                                                       1.00E+17                                                                                                                     7.25
16695604                                                357                                  360                                      133748                                20061101                         891.65                                  133747.98                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16665891                                                358                                  360                                       70400                                20061201                         456.61                                   70278.44                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16644069                                                358                                  360                                       64000                                20061201                         436.59                                   63899.86                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16695662                                                358                                  360                                      154991                                20061201                        1123.79                                  154776.98                                    77.5                  No MI                                                       1.00E+17                                                                                                                    7.875
16695678                                                358                                  360                                      191960                                20061201                        1039.78                                  191959.99                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16673100                                                358                                  360                                      174700                                20061201                        1374.37                                  174498.23                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16670278                                                358                                  360                                      119500                                20061201                         897.76                                  119347.08                             99.58000183                  PMI                                                         1.00E+17                                                                                                                     8.25
16709702                                                358                                  360                                      115200                                20061201                         835.28                                  115040.92                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16692552                                                358                                  360                                      258000                                20061201                        1478.13                                  257999.99                                      75                  No MI                                                       1.00E+17                                                                                                                    6.875
16649203                                                356                                  360                                      126000                                20061001                         913.59                                  125649.72                                   79.75                  No MI                                                       1.00E+17                                                                                                                    7.875
16672546                                                358                                  360                                       53975                                20061201                          377.4                                   53894.63                             46.33000183                  No MI                                                       1.00E+17                                                                                                                      7.5
16714058                                                358                                  360                                       55000                                20061201                         482.66                                   54951.14                                     100                  PMI                                                         1.00E+17                                                                                                                       10
16612814                                                358                                  360                                      126400                                20061201                         862.27                                  126201.47                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16709622                                                356                                  360                                      356000                                20061001                        2631.94                                  355867.37                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16692084                                                358                                  360                                      152400                                20061201                         904.88                                     152400                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16692101                                                358                                  360                                      215900                                20061201                         1304.4                                     215900                             79.95999908                  No MI                                                       1.00E+17                                                                                                                     7.25
16688535                                                358                                  360                                      196800                                20061201                           1353                                     196800                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16688443                                                360                                  360                                      470000                                20070201                        3087.57                                     470000                             32.40999985                  No MI                                                       1.00E+17                                                                                                                    6.875
16688450                                                358                                  360                                       90000                                20061201                         708.03                                   89896.01                                      75                  No MI                                                       1.00E+17                                                                                                                     8.75
16688329                                                358                                  360                                      106400                                20061201                         620.67                                     106400                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16688337                                                359                                  360                                       50000                                20070101                         375.63                                   49968.12                             60.97999954                  No MI                                                       1.00E+17                                                                                                                     8.25
16688348                                                358                                  360                                      138272                                20061201                        1002.57                                  138033.31                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16688115                                                358                                  480                                      138400                                20061201                           1041                                   138336.1                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16688133                                                358                                  480                                      148400                                20061201                        1116.22                                  148331.47                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16688210                                                358                                  360                                      137600                                20061201                        1045.86                                  137428.35                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16688406                                                357                                  360                                      164000                                20061101                        1146.71                                  163632.58                                      80                  No MI                                                                                                                                                                                     7.5
16688409                                                358                                  360                                      119000                                20061201                         873.18                                  118839.77                                      70                  No MI                                                       1.00E+17                                                                                                                        8
16688417                                                358                                  360                                       81000                                20061201                         514.69                                      81000                             71.05000305                  No MI                                                       1.00E+17                                                                                                                    7.625
16688303                                                358                                  360                                      139900                                20061201                        1075.71                                   139729.9                                     100                  PMI                                                         1.00E+17                                                                                                                      8.5
16686346                                                358                                  360                                      144000                                20061201                         958.04                                  143763.23                             55.59999847                  No MI                                                       1.00E+17                                                                                                                        7
16686227                                                358                                  360                                       59120                                20061201                         428.66                                   59038.37                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16686185                                                358                                  360                                      511200                                20061201                        3231.13                                  510226.75                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16686076                                                357                                  360                                      115500                                20061101                         697.81                                     115500                             72.19000244                  No MI                                                       1.00E+17                                                                                                                     7.25
16685928                                                358                                  360                                       91000                                20061201                         663.54                                      91000                                      70                  No MI                                                       1.00E+17                                                                                                                     8.75
16685929                                                358                                  360                                      148664                                20061201                        1022.07                                     148664                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16685857                                                358                                  480                                      216000                                20061201                        1303.25                                     215823                             57.59999847                  No MI                                                       1.00E+17                                                                                                                     6.75
16685734                                                358                                  360                                      101600                                20061201                         687.92                                     101600                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16685747                                                357                                  360                                       57550                                20061101                          412.3                                   57427.34                             79.94000244                  No MI                                                       1.00E+17                                                                                                                     7.75
16685755                                                358                                  360                                      119992                                20061201                            839                                  119813.34                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16685815                                                358                                  360                                      130500                                20061201                         957.56                                   130324.3                                      90                  PMI                                                         1.00E+17                                                                                                                        8
16685818                                                357                                  360                                      472000                                20061101                           2950                                     472000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16684780                                                357                                  360                                      132000                                20061101                            825                                     132000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16684824                                                358                                  360                                       76800                                20061201                            480                                      76800                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16684887                                                358                                  360                                      133000                                20061201                         829.75                                  132752.98                             22.93000031                  No MI                                                       1.00E+17                                                                                                                    6.375
16685709                                                358                                  360                                       64000                                20061201                          492.1                                   63922.19                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16684589                                                358                                  360                                      132930                                20061201                         940.87                                  132736.97                                      70                  No MI                                                       1.00E+17                                                                                                                    7.625
16684593                                                358                                  480                                      356000                                20061201                        2244.69                                  355736.28                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16684626                                                358                                  360                                      247500                                20061201                        1605.28                                  247067.91                                      75                  No MI                                                       1.00E+17                                                                                                                     6.75
16684687                                                358                                  360                                       54400                                20061201                         427.97                                   54337.17                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16684710                                                358                                  360                                      158350                                20061201                        1161.92                                  158136.79                             79.98000336                  No MI                                                                                                                                                                                       8
16684730                                                359                                  360                                       61125                                20070101                         437.91                                   61081.86                                      75                  No MI                                                       1.00E+17                                                                                                                     7.75
16684450                                                358                                  480                                      173000                                20061201                        1012.84                                  172848.07                             61.90000153                  No MI                                                       1.00E+17                                                                                                                      6.5
16684456                                                358                                  360                                      300000                                20061201                        1718.75                                     300000                             79.37000275                  No MI                                                       1.00E+17                                                                                                                    6.875
16684462                                                357                                  360                                      120000                                20061101                          922.7                                  119780.36                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16684466                                                358                                  360                                      129600                                20061201                         928.47                                  129416.47                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16684503                                                358                                  360                                      102800                                20061201                         790.44                                  102675.02                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16684526                                                358                                  360                                       89600                                20061201                         681.02                                   89488.23                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16684572                                                358                                  360                                      112500                                20061201                         757.93                                  112319.54                                      75                  No MI                                                       1.00E+17                                                                                                                    7.125
16684576                                                358                                  360                                      138000                                20061201                         929.73                                  137778.64                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16684106                                                358                                  360                                       50000                                20061201                         384.46                                    49939.2                             62.88999939                  No MI                                                       1.00E+17                                                                                                                      8.5
16684139                                                358                                  480                                      360000                                20061201                        2107.64                                   359683.5                             76.59999847                  No MI                                                       1.00E+17                                                                                                                      6.5
16684156                                                358                                  360                                      115000                                20061201                         853.87                                  114849.05                             81.55999756                  PMI                                                         1.00E+17                                                                                                                    8.125
16684169                                                358                                  360                                      207120                                20061201                        1186.62                                  207120.01                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16684186                                                358                                  360                                      199405                                20061201                        1343.43                                  199085.13                                      95                  PMI                                                         1.00E+17                                                                                                                    7.125
16681729                                                359                                  360                                       76500                                20070101                         561.33                                   76448.67                                      90                  PMI                                                         1.00E+17                                                                                                                        8
16681748                                                358                                  360                                      127840                                20061201                         971.68                                  127680.52                                      94                  PMI                                                         1.00E+17                                                                                                                    8.375
16681825                                                358                                  360                                      136000                                20061201                         939.32                                  135570.65                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16681844                                                358                                  360                                      268450                                20061201                         1831.3                                  268029.91                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16681850                                                358                                  360                                      252000                                20061201                        1719.08                                  251605.65                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16681983                                                358                                  360                                      396000                                20061201                         2634.6                                  395348.91                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16681999                                                359                                  360                                      303000                                20070101                        2438.01                                  302834.49                             94.98000336                  PMI                                                         1.00E+17                                                                                                                        9
16681677                                                358                                  360                                      201600                                20061201                           1260                                     201600                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16681691                                                358                                  360                                      104900                                20061201                         666.55                                     104900                             69.98000336                  No MI                                                       1.00E+17                                                                                                                    7.625
16681651                                                358                                  360                                       63000                                20061201                         552.87                                   62944.03                                     100                  PMI                                                         1.00E+17                                                                                                                       10
16681610                                                358                                  360                                      322000                                20061201                        2079.58                                  322000.01                                      70                  No MI                                                       1.00E+17                                                                                                                     7.75
16681410                                                358                                  360                                       80000                                20061201                         580.06                                   79888.57                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16686114                                                358                                  360                                       76500                                20061201                         608.67                                    76413.9                                      90                  PMI                                                         1.00E+17                                                                                                                    8.875
16681630                                                358                                  360                                       57200                                20061201                         399.95                                   57114.83                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16681527                                                358                                  480                                      148000                                20061201                          960.3                                  147898.25                             77.88999939                  No MI                                                       1.00E+17                                                                                                                    7.375
16681557                                                358                                  360                                       76000                                20061201                          531.4                                   75886.85                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16681568                                                358                                  360                                       76000                                20061201                          531.4                                   75886.85                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16681476                                                358                                  360                                      596000                                20061201                           3725                                     596000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16704513                                                358                                  360                                     1960000                                20061201                       12045.83                                 1960000.01                                      70                  No MI                                                       1.00E+17                                                                                                                    7.375
16681344                                                358                                  360                                      100800                                20061201                         757.28                                     100671                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16681388                                                358                                  360                                      206400                                20061201                         1354.5                                  206399.51                                      80                  No MI                                                                                                                                                                                   7.875
16681390                                                357                                  360                                      100000                                20061101                         707.79                                   99774.07                             71.43000031                  No MI                                                       1.00E+17                                                                                                                    7.625
16680397                                                358                                  360                                       53840                                20061201                         381.08                                   53761.81                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16680404                                                358                                  480                                      784000                                20061201                         5304.7                                  783498.87                                      70                  No MI                                                       1.00E+17                                                                                                                     7.75
16680459                                                358                                  360                                      462100                                20061201                        3191.61                                   461394.6                             88.87000275                  United Guaranty                                             1.00E+17                                                                                                                    7.375
16680467                                                359                                  360                                       69350                                20070101                         533.24                                   69307.99                                      95                  PMI                                                         1.00E+17                                                                                                                      8.5
16680479                                                358                                  360                                      100000                                20061201                         699.21                                   99851.12                             52.63000107                  No MI                                                       1.00E+17                                                                                                                      7.5
16680491                                                358                                  360                                      123200                                20061201                         861.43                                  123016.57                             79.23000336                  No MI                                                       1.00E+17                                                                                                                      7.5
16680510                                                358                                  360                                      379000                                20061201                         2715.2                                  378463.29                             89.80999756                  PMI                                                         1.00E+17                                                                                                                     7.75
16680536                                                358                                  360                                      465000                                20061201                        3093.66                                  464235.46                             69.91999817                  No MI                                                       1.00E+17                                                                                                                        7
16680541                                                358                                  360                                       68000                                20061201                         487.16                                   67903.71                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16680580                                                358                                  360                                       54000                                20061201                            360                                      54000                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16680632                                                359                                  360                                       65000                                20070101                         499.79                                   64960.63                                     100                  PMI                                                         1.00E+17                                                                                                                      8.5
16680646                                                358                                  360                                      272000                                20061201                        1948.64                                  271563.13                             79.76999664                  No MI                                                       1.00E+17                                                                                                                     7.75
16680668                                                358                                  360                                      136476                                20061201                         852.98                                     136476                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16680699                                                356                                  360                                      290500                                20061001                        1815.63                                     290500                             72.44000244                  No MI                                                       1.00E+17                                                                                                                      7.5
16681199                                                358                                  360                                      164000                                20061201                         990.83                                     164000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16681211                                                359                                  360                                      137600                                20070101                            817                                     137600                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16681227                                                356                                  360                                       56700                                20061001                         441.01                                   56564.64                                      70                  No MI                                                       1.00E+17                                                                                                                    8.625
16680354                                                358                                  360                                      236950                                20061201                        1864.09                                  236676.35                                     100                  PMI                                                         1.00E+17                                                                                                                     8.75
16680134                                                357                                  360                                      236000                                20061101                        1548.75                                     236000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16680147                                                357                                  360                                       82320                                20061101                         568.56                                   82130.93                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16680149                                                354                                  360                                      105600                                20060801                            858                                     105600                                      80                  No MI                                                       1.00E+17                                                                                                                     9.75
16680155                                                356                                  360                                      169900                                20061001                        1246.67                                  169439.31                             79.01999664                  No MI                                                       1.00E+17                                                                                                                        8
16680178                                                358                                  360                                      352000                                20061201                        2401.26                                  351449.16                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16680183                                                358                                  360                                      241600                                20061201                        1730.85                                  241257.85                             79.20999908                  No MI                                                       1.00E+17                                                                                                                     7.75
16680192                                                358                                  360                                       45600                                20061201                         318.84                                   45532.11                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16680219                                                358                                  360                                      145600                                20061201                         894.83                                  145599.03                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16680250                                                358                                  360                                      624000                                20061201                        3892.95                                  622841.03                             79.48999786                  No MI                                                       1.00E+17                                                                                                                    6.375
16680253                                                358                                  360                                      100000                                20061201                         583.14                                   99966.05                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16680262                                                358                                  360                                      145600                                20061201                         1043.1                                   145393.8                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16680266                                                359                                  360                                      607750                                20070101                        3671.82                                     607750                                      65                  No MI                                                       1.00E+17                                                                                                                     7.25
16680273                                                358                                  360                                      241600                                20061201                        1560.33                                     241600                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16680327                                                358                                  360                                      131625                                20061201                        1059.08                                  131480.67                                      90                  PMI                                                         1.00E+17                                                                                                                        9
16680333                                                358                                  360                                       84100                                20061201                          538.5                                   83951.19                             48.06000137                  No MI                                                       1.00E+17                                                                                                                    6.625
16680336                                                359                                  360                                       85002                                20070101                         646.08                                   84949.16                                     100                  PMI                                                         1.00E+17                                                                                                                    8.375
16676872                                                358                                  360                                      133250                                20061201                            909                                  133041.47                                      65                  No MI                                                       1.00E+17                                                                                                                     7.25
16676879                                                358                                  360                                      225000                                20061201                        1631.41                                  224689.29                                      90                  PMI                                                         1.00E+17                                                                                                                    7.875
16676922                                                358                                  360                                      188248                                20061201                        1176.55                                     188248                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16676784                                                359                                  360                                      265032                                20070101                        1628.84                                     265032                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16676756                                                358                                  360                                      156700                                20061201                        1232.76                                  156519.03                             94.97000122                  Radian Guaranty                                             1.00E+17                                                                                                                     8.75
16676633                                                358                                  360                                      292000                                20061201                        1855.42                                     292000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16676638                                                358                                  360                                      156000                                20061201                            910                                     156000                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16676700                                                358                                  360                                       96000                                20061201                            650                                   95999.85                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16676702                                                358                                  360                                      248000                                20061201                        1524.17                                     248000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16676502                                                358                                  360                                      105196                                20061201                         735.55                                  105039.37                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16676587                                                357                                  360                                       64000                                20061101                          492.1                                   63882.87                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16676608                                                358                                  360                                      116950                                20061201                         817.73                                  116775.88                             79.98999786                  No MI                                                       1.00E+17                                                                                                                      7.5
16674433                                                358                                  360                                      255000                                20061201                        1514.06                                     255000                             99.98999786                  PMI                                                         1.00E+17                                                                                                                    7.125
16674459                                                356                                  360                                      192800                                20061001                         1566.5                                     192800                                      80                  No MI                                                       1.00E+17                                                                                                                     9.75
16674464                                                356                                  360                                      136800                                20061001                         980.05                                  136410.05                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16674467                                                358                                  360                                       92000                                20061201                         635.42                                   91224.15                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16674537                                                358                                  360                                      650000                                20061201                        3656.25                                     650000                             63.16999817                  No MI                                                       1.00E+17                                                                                                                     6.75
16674548                                                358                                  360                                      196450                                20061201                        1373.61                                  196156.87                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16674562                                                358                                  360                                       36000                                20061201                         261.02                                    35950.3                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16674564                                                358                                  360                                       60000                                20061201                         435.04                                   59917.15                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16674569                                                358                                  360                                       48000                                20061201                         348.03                                   47933.72                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16674573                                                358                                  360                                       24800                                20061201                         179.82                                   24765.75                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16674582                                                358                                  360                                       32000                                20061201                         232.02                                   31955.82                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16674602                                                358                                  360                                       59300                                20061201                         429.97                                   59218.11                             77.01000214                  No MI                                                       1.00E+17                                                                                                                    7.875
16674722                                                358                                  360                                      174400                                20061201                           1199                                     174400                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16674732                                                358                                  480                                      403750                                20061201                        2694.33                                  403491.49                                      95                  Radian Guaranty                                             1.00E+17                                                                                                                    7.625
16674401                                                359                                  360                                      228000                                20070101                        1633.42                                  227839.08                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16674406                                                357                                  480                                      448000                                20061101                        2948.16                                   447366.1                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16674224                                                358                                  480                                      196720                                20061201                        1240.38                                  196574.87                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16674240                                                358                                  360                                       85500                                20061201                         597.83                                    85372.7                                      95                  PMI                                                         1.00E+17                                                                                                                      7.5
16674308                                                357                                  360                                      366000                                20061101                        2685.58                                  365258.33                             74.69000244                  No MI                                                       1.00E+17                                                                                                                        8
16674309                                                358                                  360                                      442000                                20061201                         3398.6                                  441462.57                             84.19000244                  PMI                                                         1.00E+17                                                                                                                      8.5
16674321                                                358                                  360                                      228000                                20061201                        1574.74                                  227651.95                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16674369                                                357                                  360                                       94000                                20061101                         673.43                                   93799.66                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16673258                                                358                                  360                                       85400                                20061201                         619.21                                   85282.07                                      70                  No MI                                                       1.00E+17                                                                                                                    7.875
16673262                                                358                                  360                                       78400                                20061201                         588.99                                   78299.68                                      70                  No MI                                                       1.00E+17                                                                                                                     8.25
16674038                                                357                                  360                                      260000                                20061101                           1625                                     260000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16674093                                                357                                  360                                      145860                                20061101                        1108.64                                  145586.12                                      90                  Republic MIC                                                1.00E+17                                                                                                                    8.375
16674122                                                358                                  360                                      431000                                20061201                        2759.74                                  430237.38                             68.95999908                  No MI                                                       1.00E+17                                                                                                                    6.625
16674166                                                358                                  360                                      198300                                20061201                        1280.69                                  198299.92                             79.98999786                  No MI                                                       1.00E+17                                                                                                                     7.75
16375358                                                354                                  360                                      324000                                20060801                         2227.5                                  323829.12                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16384150                                                355                                  360                                      191850                                20060901                        1219.05                                     191850                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    7.625
16672956                                                358                                  360                                       87500                                20061201                         634.44                                   87379.16                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16672963                                                358                                  360                                       80000                                20061201                         580.06                                   79889.52                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16672972                                                358                                  360                                       67600                                20061201                         490.15                                   67506.65                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16672977                                                359                                  360                                      562700                                20070101                        3696.54                                  562227.26                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16672997                                                358                                  480                                      113000                                20061201                         681.79                                  112907.42                             48.09000015                  No MI                                                       1.00E+17                                                                                                                     6.75
16672887                                                357                                  360                                       58000                                20061101                         415.52                                   57876.39                             69.95999908                  No MI                                                       1.00E+17                                                                                                                     7.75
16672917                                                358                                  360                                       90750                                20061201                         604.87                                      90730                                      75                  No MI                                                       1.00E+17                                                                                                                        8
16672931                                                358                                  360                                       92000                                20061201                         667.06                                   91872.96                             79.93000031                  No MI                                                       1.00E+17                                                                                                                    7.875
16672935                                                357                                  360                                       98000                                20061101                         643.79                                   97751.59                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16672936                                                358                                  360                                      191600                                20061201                        1490.25                                  191372.94                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16672945                                                358                                  360                                       91650                                20061201                         664.53                                   91523.43                             79.97000122                  No MI                                                       1.00E+17                                                                                                                    7.875
16672946                                                359                                  360                                      209600                                20070101                        1359.46                                  209419.54                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16672807                                                358                                  360                                     1150500                                20061201                        8044.46                                 1148429.97                                      65                  No MI                                                       1.00E+17                                                                                                                      7.5
16672795                                                357                                  360                                      207200                                20061101                        1431.08                                   206724.1                             76.45999908                  No MI                                                       1.00E+17                                                                                                                    7.375
16672746                                                358                                  360                                      122500                                20061201                         974.66                                  122362.14                                      70                  No MI                                                       1.00E+17                                                                                                                    8.875
16672575                                                358                                  360                                      204800                                20061201                        1467.21                                  204509.98                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16672600                                                358                                  360                                      151900                                20061201                        1010.59                                  151650.26                             79.94999695                  No MI                                                       1.00E+17                                                                                                                        7
16672666                                                357                                  360                                      168206                                20061101                        1219.61                                  167856.44                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16672690                                                358                                  360                                      664000                                20061201                        4251.66                                  662825.11                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16672516                                                358                                  360                                      376000                                20061201                        2428.33                                     376000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16672454                                                359                                  360                                      188500                                20070101                        1191.45                                  188329.59                                      65                  No MI                                                       1.00E+17                                                                                                                      6.5
16672457                                                359                                  360                                      192500                                20070101                        1248.55                                  192334.26                                      70                  No MI                                                       1.00E+17                                                                                                                     6.75
16672459                                                359                                  360                                      189000                                20070101                        1225.85                                  188837.28                                      70                  No MI                                                       1.00E+17                                                                                                                     6.75
16672351                                                358                                  360                                      101000                                20061201                         706.21                                  100849.61                             72.13999939                  No MI                                                       1.00E+17                                                                                                                      7.5
16672352                                                358                                  360                                      111000                                20061201                         776.13                                  110834.73                             73.51000214                  No MI                                                       1.00E+17                                                                                                                      7.5
16672358                                                358                                  360                                      516388                                20061201                        3119.84                                     516388                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16670959                                                357                                  360                                      128423                                20061101                         886.99                                  128101.93                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16670987                                                356                                  360                                       92800                                20061001                         672.86                                   92542.03                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16670711                                                357                                  360                                      753750                                20061101                         4547.3                                  752655.83                                      75                  No MI                                                       1.00E+17                                                                                                                     7.25
16670568                                                358                                  360                                      135833                                20061201                         949.76                                  135630.77                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16670575                                                359                                  360                                      100000                                20070101                         632.07                                    99909.6                             21.73999977                  No MI                                                       1.00E+17                                                                                                                      6.5
16670596                                                358                                  480                                      173000                                20061201                        1219.15                                  172904.08                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16670610                                                358                                  360                                      118320                                20061201                         751.51                                     118270                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16670486                                                358                                  360                                      107200                                20061201                         704.23                                  107019.36                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16670533                                                358                                  360                                       65000                                20061201                         448.94                                   64900.78                             76.47000122                  No MI                                                       1.00E+17                                                                                                                    7.375
16670394                                                358                                  360                                      180000                                20061201                        1352.28                                  179769.65                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16670400                                                357                                  360                                      105500                                20061101                         728.66                                   105257.7                             79.98000336                  No MI                                                       1.00E+17                                                                                                                    7.375
16667469                                                358                                  360                                      164250                                20061201                         975.23                                     164250                                      90                  Republic MIC                                                1.00E+17                                                                                                                    7.125
16670296                                                359                                  360                                       39200                                20070101                         301.41                                   39176.26                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16670309                                                358                                  360                                      384000                                20061201                           2360                                     384000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16670343                                                358                                  480                                      312000                                20061201                        2082.06                                  311800.25                             79.19000244                  No MI                                                       1.00E+17                                                                                                                    7.625
16667461                                                358                                  360                                      154150                                20061201                         963.44                                     154150                             79.05000305                  No MI                                                       1.00E+17                                                                                                                      7.5
16667436                                                357                                  360                                       70000                                20061101                         550.69                                   69877.32                                     100                  PMI                                                         1.00E+17                                                                                                                     8.75
16667361                                                358                                  360                                      207280                                20061201                        1310.15                                  206904.22                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16667390                                                357                                  360                                      110800                                20061101                         774.73                                  110551.77                             79.98000336                  No MI                                                       1.00E+17                                                                                                                      7.5
16667409                                                357                                  360                                      162750                                20061101                        1137.97                                  162385.38                                      75                  No MI                                                       1.00E+17                                                                                                                      7.5
16667284                                                358                                  360                                       64600                                20061201                         543.19                                   64536.21                                      95                  PMI                                                         1.00E+17                                                                                                                      9.5
16667105                                                358                                  360                                       64000                                20061201                         469.61                                   63913.83                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16667112                                                359                                  360                                      154500                                20070101                        1133.67                                  154396.33                             89.83000183                  Republic MIC                                                1.00E+17                                                                                                                        8
16667113                                                358                                  360                                      242000                                20061201                        1796.84                                  241682.33                             71.18000031                  No MI                                                       1.00E+17                                                                                                                    8.125
16667118                                                358                                  480                                      244736                                20061201                         1498.7                                  244542.31                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16667133                                                358                                  360                                     1995000                                20061201                       13440.68                                 1991799.78                                      70                  No MI                                                       1.00E+17                                                                                                                    7.125
16667136                                                358                                  360                                       74800                                20061201                         581.79                                   74711.36                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16667140                                                358                                  360                                      310000                                20061201                        2098.96                                     310000                                     100                  PMI                                                         1.00E+17                                                                                                                    8.125
16667179                                                358                                  360                                       64000                                20061201                         469.61                                   63913.83                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16667199                                                358                                  360                                       66800                                20061201                         490.15                                   66710.06                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16667206                                                358                                  360                                       60000                                20061201                         394.16                                   59872.18                                      80                  No MI                                                                                                                                                                                   6.875
16652160                                                354                                  360                                      240423                                20060801                        1681.07                                  239332.23                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16666875                                                357                                  360                                       68500                                20061101                         455.73                                   68330.58                             64.01999664                  No MI                                                       1.00E+17                                                                                                                        7
16652183                                                353                                  360                                       74400                                20060701                         501.25                                   73827.13                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16666803                                                358                                  360                                       98400                                20061201                         765.35                                   98283.38                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16666751                                                358                                  360                                       95920                                20061201                         670.69                                   95777.18                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16666783                                                358                                  360                                      364000                                20061201                           2275                                     364000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16666784                                                358                                  360                                      296800                                20061201                        2100.73                                  251083.07                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16666789                                                358                                  360                                      200478                                20061201                        1399.17                                     200478                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16665779                                                358                                  360                                      347000                                20061201                         2204.9                                     347000                             78.86000061                  No MI                                                       1.00E+17                                                                                                                    7.625
16665784                                                357                                  360                                      316000                                20061101                        2128.95                                  315237.39                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16665787                                                358                                  360                                      184500                                20061201                        1369.91                                  184189.76                                      90                  PMI                                                         1.00E+17                                                                                                                    8.125
16665847                                                358                                  360                                       72000                                20061201                         466.99                                   71875.67                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665849                                                358                                  360                                       60000                                20061201                         389.16                                   59896.39                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665855                                                358                                  360                                       67500                                20061201                          437.8                                   67383.45                                      75                  No MI                                                       1.00E+17                                                                                                                     6.75
16665860                                                358                                  360                                       64000                                20061201                          415.1                                   63889.49                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665868                                                358                                  360                                       62400                                20061201                         404.73                                   62292.24                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665872                                                358                                  360                                       73600                                20061201                         477.37                                    73472.9                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665882                                                358                                  360                                       68000                                20061201                         441.05                                   67882.57                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665884                                                358                                  360                                       72000                                20061201                         466.99                                   71875.67                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665888                                                358                                  360                                       86400                                20061201                         560.39                                    86250.8                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665894                                                358                                  360                                       73600                                20061201                         477.37                                    73472.9                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665898                                                358                                  360                                       60000                                20061201                         389.16                                   59896.39                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665899                                                358                                  360                                       65600                                20061201                         425.48                                   65486.72                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665900                                                358                                  360                                       86400                                20061201                         560.39                                    86250.8                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16665912                                                359                                  360                                      784050                                20070101                        4246.94                                     784050                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16665499                                                358                                  360                                      448000                                20061201                        3018.26                                  447281.35                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16665532                                                358                                  360                                      152000                                20061201                        1075.85                                  151761.75                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16665567                                                357                                  480                                      331500                                20061101                        2000.13                                  331091.39                                      65                  No MI                                                       1.00E+17                                                                                                                     6.75
16665579                                                357                                  360                                       78400                                20061101                         457.33                                      78400                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16664434                                                358                                  480                                      343360                                20061201                        2040.88                                   343068.7                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16664455                                                357                                  360                                      950000                                20061101                        6161.68                                  947532.38                             67.86000061                  No MI                                                       1.00E+17                                                                                                                     6.75
16665456                                                358                                  360                                       68800                                20061201                         492.89                                   68702.57                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16665468                                                358                                  360                                       56720                                20061201                         396.59                                   56635.56                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16665473                                                358                                  360                                      232000                                20061201                        1353.33                                     232000                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16664378                                                358                                  360                                      184000                                20061201                        1334.13                                  183745.91                                      80                  No MI                                                                                                                                                                                   7.875
16664330                                                357                                  360                                       86250                                20061101                         610.47                                   86061.54                                      75                  No MI                                                       1.00E+17                                                                                                                    7.625
16664333                                                357                                  360                                      133200                                20061101                          943.5                                  133199.99                                      90                  PMI                                                         1.00E+17                                                                                                                      8.5
16664055                                                358                                  360                                      142400                                20061201                        1044.88                                  142208.27                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16664271                                                358                                  360                                      172550                                20061201                        1326.76                                  172293.55                             79.98999786                  No MI                                                       1.00E+17                                                                                                                      8.5
16664273                                                357                                  360                                      100044                                20061101                         699.52                                   99819.87                                      70                  No MI                                                       1.00E+17                                                                                                                      7.5
16664286                                                359                                  360                                      262400                                20070101                        1612.67                                     262400                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16663990                                                357                                  360                                       79200                                20061101                         533.59                                   78999.75                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16663961                                                358                                  360                                      288000                                20061201                        1989.14                                  287560.35                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16663902                                                357                                  360                                      222826                                20061101                        1369.45                                     222826                             79.58000183                  No MI                                                       1.00E+17                                                                                                                    7.375
16663890                                                357                                  360                                      440000                                20061101                        3305.57                                  439152.49                             67.69000244                  No MI                                                       1.00E+17                                                                                                                     8.25
16663864                                                358                                  360                                      119920                                20061201                         849.43                                     119920                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16663824                                                359                                  360                                      250440                                20070101                        1624.35                                  250224.38                             79.98999786                  No MI                                                       1.00E+17                                                                                                                     6.75
16681813                                                358                                  360                                      280000                                20061201                        1910.09                                  279561.83                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16350228                                                347                                  360                                      420800                                20060101                        2625.24                                  408810.65                             80.76999664                  No MI                                                       1.00E+17                                                                                                                    6.375
16591528                                                356                                  360                                      247200                                20061001                        1749.67                                  246477.47                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16562524                                                357                                  360                                      186000                                20061101                        1221.89                                  185528.52                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16595320                                                357                                  360                                      136800                                20061101                        1039.78                                  136543.13                                      90                  Republic MIC                                                1.00E+17                                                                                                                    8.375
16571946                                                357                                  360                                       80000                                20061101                         580.06                                   79833.73                             72.73000336                  No MI                                                       1.00E+17                                                                                                                    7.875
16663777                                                358                                  360                                      600000                                20061201                        4195.29                                  599106.64                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16663731                                                358                                  480                                      520000                                20061201                        3044.38                                  519543.34                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16772826                                                359                                  360                                       80655                                20070101                         591.82                                   80610.95                                      95                  Republic MIC                                                1.00E+17                                                                                                                        8
16713393                                                359                                  480                                      247020                                20070101                        1512.68                                  246922.54                             67.12999725                  No MI                                                       1.00E+17                                                                                                                    6.875
16691838                                                359                                  360                                      179550                                20070101                        1255.44                                  179416.75                                      95                  PMI                                                         1.00E+17                                                                                                                      7.5
16693205                                                359                                  360                                      132000                                20070101                            880                                     132000                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16700135                                                359                                  480                                      472000                                20070101                        3062.58                                  471838.25                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16709225                                                359                                  360                                       98000                                20070101                         643.79                                   97917.67                             76.55999756                  No MI                                                       1.00E+17                                                                                                                    6.875
16696144                                                359                                  360                                      880000                                20070101                        6456.51                                  879409.42                                      80                  No MI                                                       1.00E+17                                                                                                                    7.999
16696321                                                358                                  360                                      280000                                20061201                         1839.4                                  279528.19                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16696437                                                358                                  360                                       88000                                20061201                         638.06                                   87878.48                             70.40000153                  No MI                                                       1.00E+17                                                                                                                    7.875
16696461                                                358                                  360                                       95000                                20061201                         747.37                                   94890.28                                     100                  PMI                                                         1.00E+17                                                                                                                     8.75
16692197                                                355                                  360                                      339500                                20060901                        2090.36                                  337872.49                                      70                  No MI                                                       1.00E+17                                                                                                                     6.25
16692485                                                358                                  360                                      119000                                20061201                         811.79                                  118813.78                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16693912                                                358                                  360                                      840000                                20061201                        6608.28                                  839029.92                                      70                  No MI                                                       1.00E+17                                                                                                                     8.75
16688495                                                358                                  360                                      288000                                20061201                           2100                                     288000                                      80                  No MI                                                                                                                                                                                    8.75
16681283                                                358                                  360                                      443000                                20061201                        2800.06                                  442196.87                             52.11999893                  No MI                                                       1.00E+17                                                                                                                      6.5
16681501                                                358                                  360                                       71250                                20061201                         510.44                                   71149.11                                      75                  No MI                                                       1.00E+17                                                                                                                     7.75
16681796                                                358                                  360                                      356250                                20061201                        2152.34                                     356250                                      75                  No MI                                                       1.00E+17                                                                                                                     7.25
16685908                                                358                                  360                                      110400                                20061201                         800.48                                  110247.54                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16655784                                                358                                  480                                      112450                                20061201                         688.61                                     112361                                      65                  No MI                                                       1.00E+17                                                                                                                    6.875
16655836                                                357                                  360                                      255000                                20061101                        1761.22                                  254313.38                             88.84999847                  PMI                                                         1.00E+17                                                                                                                    7.375
16663577                                                358                                  360                                      198250                                20061201                        1318.96                                  197924.04                                      65                  No MI                                                       1.00E+17                                                                                                                        7
16663667                                                358                                  360                                      388000                                20061201                        2101.67                                     388000                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16680324                                                358                                  360                                       83000                                20061201                         587.47                                   82879.47                             83.83999634                  Mortgage Guaranty In                                        1.00E+17                                                                                                                    7.625
16610994                                                358                                  480                                      138300                                20061201                         910.11                                  138208.11                             83.81999969                  PMI                                                         1.00E+17                                                                                                                      7.5
16569853                                                358                                  360                                      197500                                20061201                        1364.08                                  197198.51                                      79                  No MI                                                       1.00E+17                                                                                                                    7.375
16638624                                                357                                  360                                      135000                                20061101                         978.84                                  134702.15                                      90                  PMI                                                         1.00E+17                                                                                                                    7.875
16610090                                                356                                  360                                      148000                                20061001                        1047.53                                  147567.45                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16612791                                                357                                  360                                       80000                                20061101                         573.13                                   79829.52                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16604398                                                356                                  360                                      528000                                20061001                           3355                                     528000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16603822                                                358                                  360                                      336000                                20061201                        2179.29                                  335419.79                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16599655                                                358                                  360                                      146000                                20061201                         971.34                                  145759.96                             64.88999939                  No MI                                                       1.00E+17                                                                                                                        7
16597371                                                357                                  360                                       74577                                20061101                         508.75                                    74401.4                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16574848                                                356                                  360                                      288000                                20061001                           1890                                     288000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16684774                                                358                                  360                                      416000                                20061201                        2426.67                                  415999.99                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16674372                                                358                                  480                                      357500                                20061201                        2189.23                                  357217.09                                      65                  No MI                                                       1.00E+17                                                                                                                    6.875
16662675                                                357                                  360                                      131200                                20061101                         917.37                                  130906.06                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16662666                                                357                                  360                                      140640                                20061101                          966.9                                     140640                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16662668                                                357                                  360                                      113600                                20061101                         733.67                                     113600                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16662655                                                359                                  360                                       63450                                20070101                         370.12                                      63450                                      90                  Mortgage Guaranty In                                        1.00E+17                                                                                                                        7
16662634                                                358                                  360                                      146592                                20061201                        1000.02                                  146362.59                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16665549                                                358                                  360                                      118712                                20061201                         871.07                                  118552.15                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16665854                                                358                                  360                                      128000                                20061201                        1013.33                                     128000                                      80                  No MI                                                       1.00E+17                                                                                                                      9.5
16665876                                                358                                  360                                      128000                                20061201                        1013.33                                     128000                                      80                  No MI                                                       1.00E+17                                                                                                                      9.5
16665908                                                358                                  360                                      124000                                20061201                         981.67                                     124000                                      80                  No MI                                                       1.00E+17                                                                                                                      9.5
16665919                                                357                                  480                                      220000                                20061101                        1327.39                                  219728.81                             74.58000183                  No MI                                                       1.00E+17                                                                                                                     6.75
16670386                                                358                                  360                                      267200                                20061201                        1845.48                                  266792.13                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16670423                                                358                                  480                                      346000                                20061201                         2149.9                                  345735.52                                      80                  No MI                                                       1.00E+17                                                                                                                    6.999
16670948                                                357                                  360                                      100800                                20061101                         704.81                                  100574.16                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16664272                                                357                                  360                                       67027                                20061101                         453.83                                      67027                                      70                  No MI                                                       1.00E+17                                                                                                                    8.125
16656795                                                358                                  360                                      156000                                20061201                         926.25                                     156000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16656871                                                358                                  360                                      199200                                20061201                        1099.75                                     199200                             73.77999878                  No MI                                                       1.00E+17                                                                                                                    6.625
16662204                                                357                                  360                                      371700                                20061101                         2662.9                                  370907.89                             79.98000336                  No MI                                                       1.00E+17                                                                                                                     7.75
16662233                                                358                                  360                                      151200                                20061201                        1031.45                                  150963.39                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16697824                                                358                                  360                                      270000                                20061201                        1715.62                                  270000.01                                      90                  PMI                                                         1.00E+17                                                                                                                    7.625
16707721                                                358                                  360                                       86000                                20061201                         616.11                                   85878.22                             63.70000076                  No MI                                                       1.00E+17                                                                                                                     7.75
16611280                                                358                                  360                                      132720                                20061201                         801.84                                   132718.6                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16611320                                                357                                  360                                      168000                                20061101                           1015                                     168000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16611600                                                358                                  360                                     1500000                                20061201                        9853.93                                 1497472.42                             54.38000107                  No MI                                                                                                                                                                                   6.875
16611663                                                357                                  360                                      207920                                20061101                        1580.34                                  207529.57                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16609908                                                357                                  360                                      240000                                20061101                        1740.17                                  239501.24                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16609963                                                357                                  360                                       76850                                20061101                         524.25                                   76669.07                             79.98999786                  No MI                                                       1.00E+17                                                                                                                     7.25
16609718                                                358                                  360                                      127200                                20061201                         846.26                                  126990.86                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16610113                                                357                                  360                                      192000                                20061101                         1261.3                                  191513.33                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16610120                                                358                                  360                                      201300                                20061201                        1424.79                                  201007.68                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16652241                                                357                                  360                                       87255                                20061101                         544.36                                   87011.25                             62.65999985                  No MI                                                       1.00E+17                                                                                                                    6.375
16652232                                                357                                  360                                      241669                                20061101                        1607.83                                  241050.76                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16674050                                                357                                  360                                      214176                                20061101                        1406.98                                  213633.11                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16634529                                                356                                  360                                      120800                                20061001                         793.57                                  120286.73                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16606119                                                358                                  360                                      402500                                20061201                        2848.87                                  401915.51                                      70                  No MI                                                       1.00E+17                                                                                                                    7.625
16650432                                                357                                  480                                      319992                                20061101                        2076.27                                  319661.01                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16605660                                                357                                  360                                       49600                                20061101                         381.38                                   49509.22                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16605795                                                357                                  360                                      288750                                20061101                        1851.93                                     286750                                      75                  No MI                                                       1.00E+17                                                                                                                     7.75
16605903                                                358                                  360                                      211250                                20061201                        1370.16                                  210884.91                                      65                  No MI                                                       1.00E+17                                                                                                                     6.75
16604388                                                356                                  360                                      126000                                20061001                         796.41                                  125505.29                                      56                  No MI                                                       1.00E+17                                                                                                                      6.5
16604120                                                357                                  360                                      149400                                20061101                        1019.17                                  149048.25                             69.98000336                  No MI                                                       1.00E+17                                                                                                                     7.25
16652190                                                356                                  360                                      228200                                20061001                        1537.43                                   227463.5                             94.22000122                  Triad Guaranty                                              1.00E+17                                                                                                                    7.125
16564505                                                357                                  360                                      224000                                20061101                        1663.19                                  223557.45                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16646289                                                358                                  360                                      200000                                20061201                         1297.2                                  199646.78                             62.99000168                  No MI                                                       1.00E+17                                                                                                                     6.75
16606050                                                357                                  360                                      208000                                20061101                        1366.41                                  207472.76                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16387566                                                355                                  360                                      245175                                20060901                        1798.84                                  244331.22                                      75                  No MI                                                       1.00E+17                                                                                                                    7.999
16604067                                                357                                  360                                      128000                                20061101                         873.19                                  127698.62                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16603958                                                358                                  360                                       37500                                20061201                         298.37                                   37457.79                                      75                  No MI                                                       1.00E+17                                                                                                                    8.875
16599383                                                357                                  360                                      148000                                20061101                         1022.2                                  147559.45                             94.87999725                  United Guaranty                                             1.00E+17                                                                                                                    7.375
16599634                                                357                                  360                                      268800                                20061101                        1810.96                                  268059.94                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16597418                                                358                                  360                                      109600                                20061201                         794.68                                  109448.64                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16597714                                                358                                  360                                      150750                                20061201                        1028.38                                  150514.09                                      75                  No MI                                                       1.00E+17                                                                                                                     7.25
16595338                                                358                                  360                                      130300                                20061201                         922.26                                  130110.78                             79.68000031                  No MI                                                       1.00E+17                                                                                                                    7.625
16596525                                                357                                  360                                      140472                                20061101                         899.46                                  140098.13                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16591255                                                357                                  360                                      154079                                20061101                        1011.14                                  154078.99                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16591298                                                357                                  360                                      161000                                20061101                        1039.79                                  160999.99                                      70                  No MI                                                       1.00E+17                                                                                                                     7.75
16591507                                                356                                  360                                      131400                                20061001                         975.64                                  131052.69                                      90                  PMI                                                         1.00E+17                                                                                                                    8.125
16594883                                                357                                  360                                      336000                                20061101                           2135                                     336000                                   79.25                  No MI                                                       1.00E+17                                                                                                                    7.625
16585625                                                357                                  360                                      308000                                20061101                        2127.28                                  307292.59                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16585637                                                356                                  360                                       56950                                20061001                            408                                   56787.64                             69.44999695                  No MI                                                       1.00E+17                                                                                                                     7.75
16585812                                                357                                  360                                      219200                                20061101                        1570.38                                  218732.86                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16571944                                                358                                  360                                      124700                                20061201                         829.63                                  124494.98                             79.94000244                  No MI                                                       1.00E+17                                                                                                                        7
16572039                                                356                                  360                                       86500                                20061001                         604.82                                    86240.8                             79.98000336                  No MI                                                       1.00E+17                                                                                                                      7.5
16574899                                                357                                  360                                      430000                                20061101                        2866.67                                     430000                             89.58000183                  PMI                                                         1.00E+17                                                                                                                        8
16570328                                                357                                  360                                      331500                                20061101                        2346.34                                  330775.62                                      85                  Mortgage Guaranty In                                        1.00E+17                                                                                                                    7.625
16570491                                                356                                  360                                      292500                                20061001                        2163.28                                     292500                                      75                  No MI                                                       1.00E+17                                                                                                                    8.875
16571514                                                356                                  360                                      382400                                20061001                        2469.67                                     382400                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16568797                                                357                                  360                                       55500                                20061101                         369.24                                   55362.73                                      75                  No MI                                                       1.00E+17                                                                                                                        7
16568852                                                356                                  360                                      264000                                20061001                        1594.94                                  263989.97                                   44.75                  No MI                                                       1.00E+17                                                                                                                     7.25
16567772                                                357                                  360                                       33750                                20061101                         271.56                                   33694.29                                      75                  No MI                                                       1.00E+17                                                                                                                        9
16567674                                                358                                  360                                      166400                                20061201                        1135.14                                   166139.6                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16567354                                                357                                  360                                      680000                                20061101                        4467.12                                  678276.31                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16564767                                                357                                  360                                       56000                                20061101                         445.56                                   55905.12                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16564927                                                356                                  360                                      780000                                20061001                        5768.75                                     780000                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16562519                                                358                                  360                                     1000000                                20061201                        6485.98                                   998273.2                                    62.5                  No MI                                                       1.00E+17                                                                                                                     6.75
16563093                                                358                                  360                                      326250                                20061201                        2393.91                                  325810.72                                      75                  No MI                                                       1.00E+17                                                                                                                        8
16549765                                                356                                  360                                      197600                                20061001                        1364.77                                  196993.02                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16546209                                                356                                  360                                       92000                                20061001                         680.42                                      92000                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16546213                                                357                                  360                                      320000                                20061101                        2102.17                                  319188.85                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16544133                                                356                                  360                                      159550                                20061001                        1101.97                                  159059.86                             79.98000336                  No MI                                                       1.00E+17                                                                                                                    7.375
16544149                                                358                                  360                                       94950                                20061201                          655.8                                   94805.05                             79.12999725                  No MI                                                       1.00E+17                                                                                                                    7.375
16543940                                                358                                  360                                       54000                                20061201                         396.23                                    53927.3                                      90                  Mortgage Guaranty In                                        1.00E+17                                                                                                                        8
16540363                                                358                                  360                                      151100                                20061201                         960.11                                     151100                             74.98999786                  No MI                                                       1.00E+17                                                                                                                    7.625
16540399                                                356                                  360                                      284000                                20061001                           1775                                     284000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16540430                                                356                                  360                                      192000                                20061001                         1326.1                                  191410.19                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16638610                                                357                                  360                                       78750                                20061101                         543.91                                   78568.84                                      75                  No MI                                                       1.00E+17                                                                                                                    7.375
16663746                                                357                                  360                                      239920                                20061101                        1677.56                                  239382.48                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16674269                                                358                                  360                                      112500                                20061201                         786.62                                  112332.49                                      90                  United Guaranty                                             1.00E+17                                                                                                                      7.5
16681649                                                359                                  360                                      158000                                20070101                        1131.93                                  157888.49                             74.69999695                  No MI                                                       1.00E+17                                                                                                                     7.75
16419499                                                356                                  360                                      225500                                20061001                        1221.45                                  225499.21                             60.13000107                  No MI                                                       1.00E+17                                                                                                                      6.5
16407393                                                356                                  360                                      159250                                20061001                         1099.9                                  158760.78                                      65                  No MI                                                                                                                                                                                   7.375
16419087                                                358                                  360                                      212000                                20061201                        1375.03                                  211633.92                             36.86999893                  No MI                                                       1.00E+17                                                                                                                     6.75
16419338                                                357                                  360                                      892000                                20061101                        6467.62                                  890146.28                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16406827                                                355                                  360                                      137930                                20060901                         940.93                                  137385.45                             64.15000153                  No MI                                                       1.00E+17                                                                                                                     7.25
16407046                                                358                                  360                                      169400                                20061201                         952.87                                  169398.95                                      70                  No MI                                                                                                                                                                                    6.75
16803559                                                359                                  480                                      233275                                20070101                        1365.72                                  233172.85                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16662214                                                358                                  480                                      200000                                20061201                        1206.71                                  199836.12                                    56.5                  No MI                                                       1.00E+17                                                                                                                     6.75
16713751                                                359                                  360                                      361000                                20070101                        2341.44                                  360689.19                             88.05000305                  GE Capital MI                                               1.00E+17                                                                                                                     6.75
16714133                                                359                                  360                                      390000                                20070101                        2562.02                                  389672.36                                      65                  No MI                                                       1.00E+17                                                                                                                    6.875
16728467                                                359                                  360                                      109900                                20070101                         904.12                                  109843.03                                     100                  PMI                                                         1.00E+17                                                                                                                     9.25
16729835                                                359                                  360                                       93750                                20070101                         720.86                                    93693.2                                      75                  No MI                                                       1.00E+17                                                                                                                      8.5
16646317                                                358                                  360                                      153750                                20061201                         912.89                                     153750                                      75                  No MI                                                       1.00E+17                                                                                                                    7.125
16649057                                                357                                  360                                       45783                                20061101                         320.12                                   45680.43                             79.23000336                  No MI                                                       1.00E+17                                                                                                                      7.5
16658970                                                357                                  360                                       56525                                20061101                         480.46                                    56443.1                                      95                  PMI                                                         1.00E+17                                                                                                                    9.625
16666810                                                358                                  360                                       93100                                20061201                         699.43                                   92980.85                                      70                  No MI                                                       1.00E+17                                                                                                                     8.25
16676886                                                358                                  360                                       99750                                20061201                         663.64                                   99585.99                                      75                  No MI                                                       1.00E+17                                                                                                                        7
16594836                                                357                                  360                                       88000                                20061101                         668.86                                   87772.78                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16692160                                                355                                  360                                      167072                                20060901                        1269.87                                  166545.46                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16696358                                                358                                  360                                       76792                                20061201                         624.81                                   76709.95                                      80                  No MI                                                       1.00E+17                                                                                                                    9.125
16697589                                                358                                  360                                       87450                                20061201                         611.46                                   87311.47                             77.73000336                  No MI                                                       1.00E+17                                                                                                                      7.5
16674173                                                358                                  360                                       68000                                20061201                          528.9                                   67919.41                             79.06999969                  No MI                                                                                                                                                                                   8.625
16665513                                                358                                  360                                     1495000                                20061201                        9499.48                                    1495000                                      65                  No MI                                                       1.00E+17                                                                                                                    7.625
16646631                                                356                                  360                                      650000                                20061001                         4062.5                                     650000                             70.91000366                  No MI                                                       1.00E+17                                                                                                                      7.5
16692096                                                357                                  360                                       59792                                20061101                         438.73                                   59670.84                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16662136                                                358                                  360                                      150162                                20061201                        1110.57                                  150162.01                                      75                  No MI                                                       1.00E+17                                                                                                                    8.875
16662089                                                358                                  360                                       89600                                20061201                         704.88                                   89496.53                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16662101                                                356                                  360                                      520500                                20061001                        3684.07                                  518978.69                             94.98000336                  PMI                                                         1.00E+17                                                                                                                    7.625
16405586                                                356                                  360                                      108416                                20061001                         752.11                                  107765.46                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16402294                                                357                                  360                                      116000                                20061101                         871.47                                  115776.56                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16404072                                                355                                  360                                       89700                                20060901                         619.54                                   89344.35                                      65                  No MI                                                       1.00E+17                                                                                                                    7.375
16730002                                                359                                  360                                      246087                                20070101                           1763                                  245913.31                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16730034                                                359                                  360                                      364000                                20070101                         2421.7                                  363701.63                             57.77999878                  No MI                                                       1.00E+17                                                                                                                        7
16729547                                                359                                  360                                       80000                                20070101                         505.65                                   79927.68                             45.70999908                  No MI                                                       1.00E+17                                                                                                                      6.5
16731461                                                359                                  360                                      600000                                20070101                        3941.57                                  599495.93                             65.22000122                  No MI                                                       1.00E+17                                                                                                                    6.875
16731469                                                359                                  360                                      122625                                20070101                         805.56                                  122521.98                                      75                  No MI                                                       1.00E+17                                                                                                                    6.875
16731490                                                359                                  360                                      264000                                20070101                         1512.5                                     264000                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16729554                                                359                                  480                                      184000                                20070101                        1093.67                                  183922.16                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16729555                                                359                                  360                                       44000                                20070101                         346.15                                   43974.68                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16729556                                                359                                  360                                      900000                                20070101                           5625                                     900000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16729598                                                359                                  360                                      154400                                20070101                           1158                                     154400                                      80                  No MI                                                       1.00E+17                                                                                                                        9
16729669                                                359                                  360                                      360000                                20070101                        2245.93                                  359666.56                                      75                  No MI                                                       1.00E+17                                                                                                                    6.375
16729807                                                359                                  360                                      314400                                20070101                           1703                                     314400                             35.93000031                  No MI                                                       1.00E+17                                                                                                                      6.5
16729837                                                359                                  360                                      324500                                20070101                        2296.79                                  324265.14                             79.15000153                  No MI                                                       1.00E+17                                                                                                                    7.625
16729841                                                359                                  360                                      161000                                20070101                        1111.99                                  160877.49                             73.18000031                  No MI                                                       1.00E+17                                                                                                                    7.375
16729846                                                358                                  360                                      102263                                20061201                         723.81                                  102114.51                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16731498                                                359                                  360                                      150000                                20070101                          948.1                                   149864.4                                      60                  No MI                                                       1.00E+17                                                                                                                      6.5
16731535                                                357                                  360                                      440000                                20061101                        2841.67                                     440000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16731547                                                359                                  360                                      144000                                20070101                         910.18                                  143869.82                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16731561                                                358                                  360                                      640800                                20061201                           4005                                     640800                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16731616                                                359                                  480                                      192000                                20070101                        1210.62                                  191929.38                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16729934                                                359                                  360                                      164400                                20070101                        1107.59                                  164268.53                             69.98999786                  No MI                                                       1.00E+17                                                                                                                    7.125
16729952                                                359                                  360                                      178000                                20070101                        1290.62                                  177877.51                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16400393                                                356                                  360                                      319000                                20061001                        2257.86                                  318067.61                             74.19000244                  No MI                                                       1.00E+17                                                                                                                    7.625
16728746                                                359                                  360                                      368000                                20070101                        2700.25                                  367753.08                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16728754                                                359                                  360                                      152000                                20070101                        1062.81                                  151887.19                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16728762                                                359                                  360                                      409600                                20070101                        2261.33                                     409600                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16728776                                                359                                  360                                      360000                                20070101                        2305.12                                  359682.38                                      60                  No MI                                                       1.00E+17                                                                                                                    6.625
16728781                                                359                                  360                                      312000                                20070101                        1997.77                                  311724.73                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16728787                                                359                                  360                                      625000                                20070101                        4370.09                                  624536.16                             63.13000107                  No MI                                                       1.00E+17                                                                                                                      7.5
16728818                                                359                                  360                                      209456                                20070101                        1265.46                                  209455.99                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16728893                                                359                                  360                                      113000                                20070101                         714.24                                  112897.84                             35.86999893                  No MI                                                       1.00E+17                                                                                                                      6.5
16728906                                                359                                  360                                      440000                                20070101                        2817.37                                   439611.8                             64.70999908                  No MI                                                       1.00E+17                                                                                                                    6.625
16728908                                                359                                  360                                      205000                                20070101                        1312.64                                  204819.13                             62.11999893                  No MI                                                       1.00E+17                                                                                                                    6.625
16729396                                                359                                  360                                      108000                                20070101                         773.73                                  107923.77                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16729433                                                359                                  360                                      223200                                20070101                        1657.25                                     223054                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16729452                                                360                                  360                                      215000                                20070201                        1358.95                                     215000                             41.34999847                  No MI                                                       1.00E+17                                                                                                                      6.5
16728293                                                358                                  360                                       66000                                20061201                         507.48                                   65919.76                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16728302                                                358                                  360                                      193200                                20061201                        1334.38                                  192905.08                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16728523                                                358                                  360                                       44900                                20061201                         321.67                                   44836.41                             72.41999817                  No MI                                                       1.00E+17                                                                                                                     7.75
16728594                                                359                                  360                                       73500                                20070101                         532.93                                   73449.41                             78.19000244                  No MI                                                       1.00E+17                                                                                                                    7.875
16728394                                                359                                  360                                       87344                                20070101                         473.11                                      87344                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16728427                                                359                                  480                                      179200                                20070101                        1330.77                                  179157.23                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16728643                                                359                                  360                                      136000                                20070101                         893.42                                  135885.75                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16728699                                                359                                  360                                      112500                                20070101                         777.01                                   112414.4                                      90                  PMI                                                         1.00E+17                                                                                                                    7.375
16722842                                                359                                  360                                      389090                                20070101                        2654.28                                  388786.47                             94.90000153                  PMI                                                         1.00E+17                                                                                                                     7.25
16728028                                                359                                  480                                       89600                                20070101                         548.69                                   89564.64                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16727948                                                359                                  360                                      240000                                20070101                        1556.64                                  239793.36                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16721623                                                359                                  360                                      338320                                20070101                        2184.98                                     338320                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16721514                                                359                                  360                                      517000                                20070101                        3353.25                                  516554.87                             46.97999954                  No MI                                                       1.00E+17                                                                                                                     6.75
16728287                                                358                                  360                                      260378                                20061201                        1842.94                                   259999.9                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16721572                                                359                                  360                                       84000                                20070101                          623.7                                   83945.05                                      70                  No MI                                                       1.00E+17                                                                                                                    8.125
16717901                                                359                                  480                                      292000                                20070101                        1709.53                                  291872.14                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16717903                                                359                                  360                                      155000                                20070101                         979.71                                  154859.87                             28.96999931                  No MI                                                                                                                                                                                     6.5
16717897                                                359                                  360                                      207000                                20070101                        1359.84                                   206826.1                             37.63999939                  No MI                                                                                                                                                                                   6.875
16718005                                                359                                  360                                      272993                                20070101                        1862.29                                  272780.03                                      65                  No MI                                                       1.00E+17                                                                                                                     7.25
16709317                                                359                                  480                                       80000                                20070101                         556.25                                   79977.08                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16709332                                                359                                  480                                       64000                                20070101                          463.1                                   63983.56                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16706280                                                359                                  480                                      311920                                20070101                         2023.9                                  311813.11                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16706306                                                358                                  360                                      337000                                20061201                        2298.93                                  336472.62                             79.29000092                  No MI                                                       1.00E+17                                                                                                                     7.25
16706329                                                359                                  360                                       58500                                20070101                         404.04                                   58455.48                                      90                  Radian Guaranty                                             1.00E+17                                                                                                                    7.375
16723960                                                359                                  360                                      350000                                20070101                        2296.88                                     350000                             63.86999893                  No MI                                                                                                                                                                                   7.875
16728228                                                358                                  360                                       52000                                20061201                         372.53                                   51926.37                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16710509                                                359                                  360                                      112100                                20070101                         747.33                                     112100                                      95                  PMI                                                         1.00E+17                                                                                                                        8
16713385                                                359                                  480                                       64000                                20070101                          463.1                                   63983.56                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16713357                                                359                                  480                                      258700                                20070101                         1491.6                                  258582.74                             62.63999939                  No MI                                                       1.00E+17                                                                                                                    6.375
16714554                                                359                                  360                                       95538                                20070101                         777.33                                   95487.16                                      75                  No MI                                                       1.00E+17                                                                                                                    9.125
16709217                                                359                                  480                                      112000                                20070101                         768.26                                  111966.74                             94.91999817                  PMI                                                         1.00E+17                                                                                                                    7.875
16709219                                                359                                  360                                      303200                                20070101                        1800.25                                     303200                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16709268                                                359                                  360                                      132000                                20070101                         968.57                                  131911.43                                     100                  PMI                                                         1.00E+17                                                                                                                        8
16728251                                                359                                  360                                      134400                                20070101                         939.74                                  134300.26                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16709303                                                359                                  480                                       80000                                20070101                         556.25                                   79977.08                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16709312                                                359                                  480                                       76000                                20070101                         528.44                                   75978.23                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16697316                                                359                                  360                                      160000                                20070101                        1132.47                                   159884.2                             72.73000336                  No MI                                                       1.00E+17                                                                                                                    7.625
16700045                                                358                                  360                                      315000                                20061201                         2256.7                                  314553.91                                     100                  PMI                                                         1.00E+17                                                                                                                     7.75
16697200                                                359                                  480                                      152000                                20070101                          972.3                                  151946.03                             63.59999847                  No MI                                                       1.00E+17                                                                                                                     7.25
16723895                                                359                                  360                                      260000                                20070101                        2186.22                                  259872.11                                     100                  PMI                                                         1.00E+17                                                                                                                      9.5
16693108                                                359                                  360                                      493000                                20070101                        3238.66                                  492585.82                             63.61000061                  No MI                                                       1.00E+17                                                                                                                    6.875
16687850                                                358                                  360                                      452000                                20061201                        3199.23                                     451211                             82.18000031                  PMI                                                         1.00E+17                                                                                                                    7.625
16688004                                                358                                  480                                      290000                                20061201                        1723.72                                  289753.96                                     100                  PMI                                                         1.00E+17                                                                                                                    6.625
16692007                                                358                                  480                                      134300                                20061201                         883.79                                   134210.9                                      85                  Republic MIC                                                1.00E+17                                                                                                                      7.5
16693094                                                359                                  360                                       75000                                20070101                         505.29                                   74940.02                             78.94999695                  No MI                                                       1.00E+17                                                                                                                    7.125
16693172                                                359                                  360                                      140000                                20070101                         860.42                                     140000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16687912                                                358                                  360                                      180000                                20061201                        1243.22                                  179725.22                             64.29000092                  No MI                                                       1.00E+17                                                                                                                    7.375
16685632                                                358                                  360                                      114400                                20061201                         809.72                                  114233.87                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16685501                                                359                                  360                                      410800                                20070101                        2596.54                                  410428.63                                      65                  No MI                                                       1.00E+17                                                                                                                      6.5
16685502                                                359                                  360                                      410800                                20070101                        2562.86                                  410419.52                                      65                  No MI                                                       1.00E+17                                                                                                                    6.375
16685293                                                359                                  360                                      207500                                20070101                        1397.97                                  207334.06                             93.47000122                  PMI                                                         1.00E+17                                                                                                                    7.125
16683797                                                359                                  360                                      160000                                20070101                        1132.47                                   159884.2                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16685303                                                358                                  360                                      136500                                20061201                         851.58                                  136246.47                             82.73000336                  PMI                                                         1.00E+17                                                                                                                    6.375
16685498                                                359                                  480                                      160000                                20070101                        1082.59                                  159950.73                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16681015                                                359                                  360                                       69350                                20070101                         576.82                                   69314.98                                      95                  PMI                                                         1.00E+17                                                                                                                    9.375
16681031                                                359                                  360                                      200000                                20070101                        1415.59                                  199855.24                             79.68000031                  No MI                                                       1.00E+17                                                                                                                    7.625
16723837                                                355                                  360                                       52000                                20060901                         363.59                                   51804.63                             43.36999893                  No MI                                                       1.00E+17                                                                                                                      7.5
16723740                                                359                                  480                                      257260                                20070101                        1812.93                                  257188.93                                     100                  PMI                                                         1.00E+17                                                                                                                    8.125
16679160                                                358                                  360                                      108800                                20061201                         742.21                                  108629.73                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16679124                                                359                                  360                                      302000                                20070101                        2163.56                                  301786.85                                     100                  PMI                                                         1.00E+17                                                                                                                     7.75
16679085                                                358                                  480                                      130800                                20061201                         983.84                                   130739.6                             90.83000183                  PMI                                                         1.00E+17                                                                                                                     8.75
16676386                                                358                                  480                                      164720                                20061201                        1023.62                                  164594.11                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16676353                                                358                                  480                                      417000                                20061201                        2591.37                                  416681.33                             52.13000107                  No MI                                                       1.00E+17                                                                                                                        7
16675085                                                358                                  360                                      123750                                20061201                         875.89                                  123570.29                                      75                  No MI                                                       1.00E+17                                                                                                                    7.625
16671432                                                358                                  360                                       73080                                20061201                         510.99                                   72971.17                                      84                  PMI                                                         1.00E+17                                                                                                                      7.5
16671314                                                359                                  360                                       80100                                20070101                          644.5                                   80056.25                                      90                  Republic MIC                                                1.00E+17                                                                                                                        9
16671482                                                358                                  360                                      105600                                20061201                         729.35                                   105438.5                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16671483                                                358                                  360                                      223000                                20061201                         1597.6                                  222566.37                                     100                  PMI                                                         1.00E+17                                                                                                                     7.75
16674891                                                358                                  360                                      442000                                20061201                        2578.33                                     442000                                      65                  No MI                                                       1.00E+17                                                                                                                        7
16674973                                                358                                  360                                      148800                                20061201                        1091.84                                  148599.63                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16674986                                                358                                  480                                      320000                                20061201                        2165.18                                  319802.33                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16675039                                                358                                  360                                       99350                                20061201                         620.94                                      99350                             74.98000336                  No MI                                                       1.00E+17                                                                                                                      7.5
16652235                                                357                                  360                                      176236                                20061101                        1119.83                                  176235.99                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16652249                                                357                                  360                                      249600                                20061101                           1430                                     249600                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16652256                                                357                                  360                                      100210                                20061101                         593.91                                  100026.88                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16652257                                                357                                  360                                      132000                                20061101                          742.5                                     132000                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16652259                                                357                                  360                                      118040                                20061101                         785.32                                  117748.02                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16652214                                                357                                  360                                      296000                                20061101                        1919.85                                  295231.12                             59.59999847                  No MI                                                       1.00E+17                                                                                                                     6.75
16644794                                                356                                  360                                      300000                                20061001                        1718.75                                     300000                             70.58999634                  No MI                                                       1.00E+17                                                                                                                    6.875
16644799                                                356                                  360                                       80000                                20061001                         440.29                                      79750                             38.09999847                  No MI                                                       1.00E+17                                                                                                                    6.625
16644800                                                357                                  360                                      305000                                20061101                         1747.4                                     305000                             67.77999878                  No MI                                                       1.00E+17                                                                                                                    6.875
16644807                                                356                                  360                                      331500                                20061001                        1968.28                                     331500                             63.13999939                  No MI                                                       1.00E+17                                                                                                                    7.125
16644815                                                357                                  360                                      128000                                20061101                         928.09                                  127733.99                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16644823                                                356                                  360                                      412000                                20061001                        2360.42                                     412000                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16652152                                                353                                  360                                      449000                                20060701                        2837.99                                  446112.05                             79.95999908                  No MI                                                       1.00E+17                                                                                                                      6.5
16652156                                                352                                  360                                      176370                                20060601                        1157.43                                     176370                                      75                  No MI                                                       1.00E+17                                                                                                                    7.875
16652175                                                357                                  360                                      146195                                20061101                         883.26                                  146194.99                                      75                  No MI                                                       1.00E+17                                                                                                                     7.25
16652196                                                354                                  360                                      200000                                20060801                           1250                                     200000                             75.47000122                  No MI                                                       1.00E+17                                                                                                                      7.5
16652199                                                357                                  360                                      148000                                20061101                         878.75                                     148000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16723660                                                359                                  360                                      250000                                20070101                        1848.96                                     250000                                     100                  PMI                                                         1.00E+17                                                                                                                    8.875
16723650                                                359                                  360                                      253923                                20070101                        1584.15                                  253687.82                                   71.75                  No MI                                                       1.00E+17                                                                                                                    6.375
16723551                                                359                                  360                                      215184                                20070101                        1692.85                                   215060.2                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16722043                                                359                                  480                                      227500                                20070101                        1393.15                                  227410.24                                      65                  No MI                                                       1.00E+17                                                                                                                    6.875
16722050                                                359                                  360                                      184000                                20070101                        1239.64                                  183852.86                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16722058                                                359                                  360                                      104800                                20070101                         688.46                                  104711.96                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16722107                                                358                                  360                                      142300                                20061201                        1069.05                                  142086.74                             79.98999786                  No MI                                                       1.00E+17                                                                                                                     8.25
16722127                                                356                                  360                                      163508                                20061001                        1158.18                                     163508                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16722160                                                359                                  360                                       95000                                20070101                         692.71                                      95000                                     100                  PMI                                                         1.00E+17                                                                                                                     8.75
16722166                                                359                                  360                                      159650                                20070101                        1130.85                                     159650                                     100                  PMI                                                         1.00E+17                                                                                                                      8.5
16722334                                                359                                  360                                      116755                                20070101                         918.51                                  116687.83                             90.86000061                  PMI                                                         1.00E+17                                                                                                                     8.75
16723057                                                358                                  360                                       74000                                20061201                         493.33                                      74000                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16723060                                                359                                  360                                      161990                                20070101                         1362.1                                  161910.32                                     100                  PMI                                                                                                                                                                                       9.5
16723090                                                359                                  360                                      175000                                20070101                        1403.65                                     175000                                     100                  PMI                                                         1.00E+17                                                                                                                    9.625
16723096                                                359                                  480                                      208000                                20070101                        1254.98                                  207915.02                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16723148                                                359                                  360                                      258768                                20070101                        1876.25                                  258589.92                                      90                  PMI                                                         1.00E+17                                                                                                                    7.875
16723269                                                359                                  360                                      170000                                20070101                        1116.78                                  169857.18                             68.83000183                  No MI                                                       1.00E+17                                                                                                                    6.875
16723304                                                359                                  360                                       67500                                20070101                         443.43                                   67443.29                                      90                  Republic MIC                                                1.00E+17                                                                                                                    6.875
16723395                                                359                                  360                                      320000                                20070101                        2102.17                                  319731.16                             53.33000183                  No MI                                                       1.00E+17                                                                                                                    6.875
16723458                                                359                                  360                                       57600                                20070101                         417.64                                   57560.36                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16723483                                                359                                  360                                      126000                                20070101                         905.63                                     126000                                     100                  PMI                                                         1.00E+17                                                                                                                    8.625
16721938                                                359                                  360                                      186990                                20070101                        1421.26                                  186873.77                                     100                  PMI                                                         1.00E+17                                                                                                                    8.375
16721950                                                359                                  360                                       70500                                20070101                         625.21                                   70469.63                                     100                  PMI                                                         1.00E+17                                                                                                                   10.125
16723523                                                358                                  360                                      278750                                20061201                        1925.26                                  278324.48                             89.91999817                  GE Capital MI                                               1.00E+17                                                                                                                    7.375
16601189                                                357                                  360                                       66700                                20061101                         443.76                                   66535.01                             77.55999756                  No MI                                                       1.00E+17                                                                                                                        7
16600869                                                357                                  360                                      232800                                20061101                         1503.5                                     232800                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16715039                                                357                                  360                                      103120                                20061101                         794.88                                     103120                                      80                  No MI                                                       1.00E+17                                                                                                                     9.25
16595205                                                358                                  360                                       90000                                20061201                         598.77                                   89852.03                             78.94999695                  No MI                                                       1.00E+17                                                                                                                        7
16709689                                                358                                  360                                       77600                                20061201                         555.94                                   77358.52                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16646110                                                358                                  360                                      114400                                20061201                         879.64                                  114260.89                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16650594                                                357                                  360                                      253088                                20061101                        1476.35                                     253088                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16662179                                                358                                  360                                      148720                                20061201                          929.5                                     148720                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16673070                                                358                                  360                                      124300                                20061201                         955.76                                  124148.86                             79.97000122                  No MI                                                       1.00E+17                                                                                                                      8.5
16564543                                                357                                  360                                       88000                                20061101                         668.86                                   87834.76                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16680381                                                358                                  480                                       85000                                20061201                         520.52                                   84932.73                                    42.5                  No MI                                                       1.00E+17                                                                                                                    6.875
16672383                                                358                                  360                                      276800                                20061201                        1911.79                                  276377.46                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16656363                                                358                                  360                                       85500                                20061201                         525.47                                   85499.97                                      90                  PMI                                                         1.00E+17                                                                                                                    7.375
16650257                                                357                                  360                                      145600                                20061101                         879.67                                     145600                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16648773                                                358                                  360                                      102400                                20061201                         842.42                                  102293.41                                      80                  No MI                                                       1.00E+17                                                                                                                     9.25
16650274                                                357                                  360                                      132800                                20061101                         939.95                                  132509.81                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16713747                                                358                                  360                                      162500                                20061201                         914.06                                     162500                             63.72999954                  No MI                                                       1.00E+17                                                                                                                     6.75
16664024                                                358                                  360                                      500000                                20061201                        3284.64                                  499157.48                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16706484                                                358                                  360                                      380000                                20061201                        2533.33                                     380000                                     100                  PMI                                                         1.00E+17                                                                                                                        8
16680078                                                358                                  360                                       94250                                20061201                         675.22                                   94116.53                                      65                  No MI                                                       1.00E+17                                                                                                                     7.75
16650233                                                358                                  360                                      224000                                20061201                        1585.46                                  223674.71                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16666572                                                358                                  360                                      339200                                20061201                        2084.67                                     339200                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16666544                                                359                                  360                                      133100                                20070101                         874.37                                  132988.17                             63.38000107                  No MI                                                       1.00E+17                                                                                                                    6.875
16669995                                                359                                  360                                      212400                                20070101                        1558.52                                  212257.48                                      90                  PMI                                                         1.00E+17                                                                                                                        8
16670195                                                359                                  360                                      320000                                20070101                           1900                                     320000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16670212                                                358                                  480                                      216650                                20061201                        1326.71                                  216478.53                             78.77999878                  No MI                                                       1.00E+17                                                                                                                    6.875
16670081                                                358                                  480                                      177600                                20061201                        1168.73                                  177482.17                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16670114                                                358                                  360                                       92000                                20061201                         675.06                                   91876.12                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16670141                                                358                                  360                                       63750                                20061201                         501.52                                   63676.36                                      85                  PMI                                                         1.00E+17                                                                                                                     8.75
16543970                                                356                                  360                                      800000                                20061001                         5525.4                                  797542.53                             65.33000183                  No MI                                                       1.00E+17                                                                                                                    7.375
16545315                                                356                                  360                                      132068                                20061001                         934.77                                  131681.99                             79.87999725                  No MI                                                       1.00E+17                                                                                                                    7.625
16545332                                                356                                  360                                       99882                                20061001                         706.96                                   99590.07                             75.98000336                  No MI                                                       1.00E+17                                                                                                                    7.625
16551785                                                355                                  360                                       64000                                20060901                         503.49                                   63813.19                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16567415                                                356                                  360                                      243120                                20061001                        1762.79                                  242444.13                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16586023                                                357                                  360                                      202300                                20061101                        1496.18                                     202300                                      70                  No MI                                                       1.00E+17                                                                                                                    8.875
16651364                                                357                                  360                                       73500                                20061101                          584.8                                   72785.52                             78.19000244                  No MI                                                                                                                                                                                   8.875
16651501                                                357                                  360                                      452000                                20061101                        3295.79                                  451994.65                                     100                  No MI                                                       1.00E+17                                                                                                                     8.75
16651667                                                358                                  360                                      536000                                20061201                        3611.13                                   535140.2                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16651672                                                357                                  360                                      113500                                20061101                         745.61                                   113212.3                             94.58000183                  United Guaranty                                             1.00E+17                                                                                                                    6.875
16654252                                                357                                  360                                      157500                                20061101                        1082.81                                     157500                                      70                  No MI                                                       1.00E+17                                                                                                                     8.25
16654361                                                358                                  360                                      333000                                20061201                        2328.38                                   332504.2                                      74                  No MI                                                       1.00E+17                                                                                                                      7.5
16654429                                                358                                  360                                      190000                                20061201                        1248.16                                  189679.85                             59.38000107                  No MI                                                       1.00E+17                                                                                                                    6.875
16656214                                                358                                  360                                      180000                                20061201                        1416.06                                  179792.11                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16656244                                                358                                  360                                       94000                                20061201                         681.57                                   93870.19                             78.94000244                  No MI                                                       1.00E+17                                                                                                                    7.875
16656264                                                357                                  360                                      320000                                20061101                        2128.97                                   319208.5                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16656323                                                358                                  360                                      350000                                20061201                        2114.58                                     350000                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16656481                                                357                                  360                                      169650                                20061101                        1077.98                                     169650                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    7.625
16656560                                                357                                  360                                      187980                                20061101                        1379.33                                  187574.89                                     100                  PMI                                                         1.00E+17                                                                                                                        8
16656700                                                357                                  360                                      105600                                20061101                         667.46                                  105008.04                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16656922                                                357                                  360                                      271130                                20061101                        1965.88                                  270566.55                                      95                  PMI                                                         1.00E+17                                                                                                                    7.875
16658372                                                357                                  360                                      144000                                20061101                        1031.63                                  143693.13                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16658445                                                358                                  360                                      113600                                20061201                         873.49                                  113461.87                                      80                  No MI                                                       1.00E+17                                                                                                                      8.5
16658194                                                358                                  360                                      177600                                20061201                           1036                                     177600                                      74                  No MI                                                       1.00E+17                                                                                                                        7
16658146                                                358                                  360                                      118500                                20061201                         768.59                                  118295.37                             74.52999878                  No MI                                                       1.00E+17                                                                                                                     6.75
16658098                                                358                                  480                                      288750                                20061201                        1820.66                                  288536.95                                      75                  No MI                                                                                                                                                                                   7.125
16658227                                                358                                  360                                      612000                                20061201                         3918.7                                  610835.37                             78.45999908                  No MI                                                       1.00E+17                                                                                                                    6.625
16658281                                                358                                  360                                      138750                                20061201                         910.55                                     138750                                      75                  No MI                                                       1.00E+17                                                                                                                    7.875
16653630                                                358                                  360                                      256000                                20061201                        1900.79                                  255663.93                                      80                  No MI                                                       1.00E+17                                                                                                                    8.125
16661789                                                358                                  480                                      174300                                20061201                        1163.15                                  173566.01                             94.22000122                  PMI                                                         1.00E+17                                                                                                                    7.625
16661796                                                358                                  360                                      432000                                20061201                        2801.94                                  431254.01                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16661943                                                358                                  360                                      192000                                20061201                           1200                                     192000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16653631                                                359                                  480                                      209600                                20070101                        1379.32                                  209530.68                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16653675                                                358                                  480                                       69600                                20061201                         445.21                                   69550.42                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16655768                                                358                                  360                                      168750                                20061201                         1194.4                                  168504.94                                      75                  No MI                                                       1.00E+17                                                                                                                    7.625
16665294                                                358                                  360                                       90400                                20061201                         649.75                                      90400                                      80                  No MI                                                       1.00E+17                                                                                                                    8.625
16655794                                                358                                  360                                      300000                                20061201                        2021.16                                  299518.76                             64.51999664                  No MI                                                       1.00E+17                                                                                                                    7.125
16655796                                                358                                  360                                      142800                                20061201                         818.12                                     142800                                      85                  Radian Guaranty                                             1.00E+17                                                                                                                    6.875
16665417                                                358                                  360                                       90000                                20061201                         591.24                                   89848.34                             58.06000137                  No MI                                                       1.00E+17                                                                                                                    6.875
16666558                                                358                                  360                                       90000                                20061201                         591.24                                   89848.34                             55.56000137                  No MI                                                       1.00E+17                                                                                                                    6.875
16666559                                                358                                  360                                       90000                                20061201                         591.24                                   89848.34                             58.06000137                  No MI                                                       1.00E+17                                                                                                                    6.875
16655877                                                358                                  360                                       86400                                20061201                         567.59                                    86254.4                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16655889                                                358                                  480                                      280000                                20061201                        1765.49                                  279793.41                             71.79000092                  No MI                                                       1.00E+17                                                                                                                    7.125
16684453                                                358                                  360                                      142000                                20061201                         956.68                                  141772.22                             72.08000183                  No MI                                                       1.00E+17                                                                                                                    7.125
16684513                                                358                                  360                                      148792                                20061201                         914.45                                     148792                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16684616                                                359                                  360                                      144000                                20070101                        1210.83                                  143929.17                                      80                  No MI                                                       1.00E+17                                                                                                                      9.5
16684673                                                358                                  360                                      137750                                20061201                         916.45                                  137523.52                             71.37000275                  No MI                                                       1.00E+17                                                                                                                        7
16685701                                                358                                  360                                      187700                                20061201                        1114.47                                     187700                             88.12000275                  PMI                                                         1.00E+17                                                                                                                    7.125
16685790                                                358                                  360                                      100000                                20061201                         733.76                                   99865.37                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16685913                                                358                                  360                                       67500                                20061201                         531.02                                   67421.15                                      90                  United Guaranty                                             1.00E+17                                                                                                                     8.75
16685920                                                358                                  360                                      134800                                20061201                         942.54                                  134599.29                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16685952                                                358                                  360                                      131250                                20061201                         906.51                                  131049.65                                      75                  No MI                                                       1.00E+17                                                                                                                    7.375
16685957                                                358                                  360                                      127500                                20061201                         869.77                                  127300.48                             72.86000061                  No MI                                                       1.00E+17                                                                                                                     7.25
16685978                                                358                                  360                                       57600                                20061201                         453.14                                   57533.48                                      80                  No MI                                                                                                                                                                                    8.75
16686112                                                358                                  360                                      224000                                20061201                        1374.98                                  223726.33                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16688078                                                359                                  360                                      605500                                20070101                        3728.17                                  604925.48                             63.74000168                  No MI                                                       1.00E+17                                                                                                                     6.25
16688388                                                358                                  360                                      149492                                20061201                        1083.92                                  149285.57                             79.94999695                  No MI                                                       1.00E+17                                                                                                                    7.875
16548817                                                358                                  480                                      125250                                20061201                         882.65                                  125180.56                                      75                  No MI                                                       1.00E+17                                                                                                                    8.125
16638021                                                359                                  360                                      124150                                20070101                         846.92                                  124053.15                                      65                  No MI                                                       1.00E+17                                                                                                                     7.25
16645765                                                358                                  480                                      229000                                20061201                        1423.08                                  228779.04                             84.80999756                  PMI                                                         1.00E+17                                                                                                                        7
16658107                                                358                                  480                                      286400                                20061201                        1753.84                                  286173.34                                      80                  No MI                                                       1.01E+17                                                                                                                    6.875
16670183                                                358                                  480                                      248000                                20061201                        1474.07                                   247789.6                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16644789                                                357                                  360                                      168000                                20061101                         1067.5                                     168000                             76.36000061                  No MI                                                       1.00E+17                                                                                                                    7.625
16644790                                                357                                  360                                      210960                                20061101                        1208.62                                  210960.01                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16644812                                                356                                  360                                      277000                                20061001                        1673.54                                     277000                             74.86000061                  No MI                                                       1.00E+17                                                                                                                     7.25
16644813                                                357                                  360                                      213000                                20061101                        1286.87                                     213000                             74.73999786                  No MI                                                       1.00E+17                                                                                                                     7.25
16673635                                                357                                  360                                      238895                                20061101                        1365.74                                  238384.45                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16673684                                                357                                  360                                      226929                                20061101                        1471.86                                  226339.55                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16697715                                                358                                  480                                      320000                                20061201                        2076.33                                     319780                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16706574                                                359                                  360                                       60000                                20070101                         435.04                                   59958.71                             69.76999664                  No MI                                                       1.00E+17                                                                                                                    7.875
16707024                                                358                                  360                                      178400                                20061201                        1171.96                                  178099.38                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    6.875
16708130                                                358                                  360                                       84675                                20061201                         599.78                                      84675                                      75                  No MI                                                       1.00E+17                                                                                                                      8.5
16709514                                                359                                  360                                       70000                                20070101                         501.49                                   69950.59                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16709699                                                358                                  360                                      225000                                20061201                        1265.63                                     225000                                      60                  No MI                                                       1.00E+17                                                                                                                     6.75
16710772                                                358                                  360                                      524000                                20061201                        3312.04                                  523050.02                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16711040                                                358                                  360                                       68000                                20061201                         516.85                                   67915.17                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16711369                                                358                                  360                                       82000                                20061201                         645.09                                   81905.31                             78.09999847                  No MI                                                       1.00E+17                                                                                                                     8.75
16713639                                                359                                  360                                      720000                                20070101                        4729.89                                  719395.11                                      75                  No MI                                                       1.00E+17                                                                                                                    6.875
16713672                                                358                                  360                                      689050                                20061201                           5056                                  688122.25                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16713746                                                358                                  360                                       69000                                20061201                         503.12                                   69000.01                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16713924                                                359                                  360                                      298717                                20070101                        2088.67                                  298495.31                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16714796                                                358                                  360                                     1135485                                20061201                        5675.15                                 1135029.36                                      75                  No MI                                                       1.00E+17                                                                                                                        6
16714800                                                358                                  480                                      308000                                20061201                        1748.64                                   307710.3                                      80                  No MI                                                       1.00E+17                                                                                                                     6.25
16715103                                                358                                  360                                      380000                                20061201                        2755.26                                  379475.26                                      95                  Radian Guaranty                                             1.00E+17                                                                                                                    7.875
16715311                                                358                                  360                                      117600                                20061201                         852.68                                  117437.61                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16717406                                                358                                  360                                      103000                                20061201                         746.82                                  102857.77                             66.87999725                  No MI                                                       1.00E+17                                                                                                                    7.875
16717445                                                358                                  360                                     1400000                                20061201                        8166.47                                 1399966.67                                      70                  No MI                                                       1.00E+17                                                                                                                        7
16717525                                                358                                  360                                       57600                                20061201                         392.93                                   57509.87                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16717781                                                359                                  360                                      415192                                20070101                        2594.95                                     415192                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16718449                                                359                                  480                                      232000                                20070101                        1526.72                                  231923.28                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16718495                                                359                                  360                                      725000                                20070101                        4229.17                                     725000                             62.06999969                  No MI                                                       1.00E+17                                                                                                                        7
16718625                                                359                                  360                                      248700                                20070101                        1738.95                                  248515.43                             89.98000336                  Mortgage Guaranty In                                        1.00E+17                                                                                                                      7.5
16721736                                                358                                  480                                       66080                                20061201                         497.03                                   66049.49                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16721975                                                358                                  360                                      256000                                20061201                        1768.13                                  255609.21                                     100                  PMI                                                         1.00E+17                                                                                                                    7.375
16723080                                                359                                  360                                       65000                                20070101                         437.92                                   64948.02                             48.15000153                  No MI                                                       1.00E+17                                                                                                                    7.125
16723576                                                359                                  360                                      250000                                20070101                        1848.96                                     250000                                     100                  PMI                                                         1.00E+17                                                                                                                    8.875
16723609                                                359                                  360                                      134800                                20070101                        1072.53                                  134724.43                                     100                  PMI                                                         1.00E+17                                                                                                                    8.875
16723842                                                359                                  360                                      285660                                20070101                        1785.38                                     285660                                     100                  PMI                                                         1.00E+17                                                                                                                      7.5
16728230                                                358                                  360                                      116130                                20061201                         872.45                                  115981.37                                      70                  No MI                                                       1.00E+17                                                                                                                     8.25
16728273                                                358                                  360                                       80800                                20061201                         642.88                                   80709.07                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16728573                                                358                                  360                                      750000                                20061201                        4740.51                                   748512.2                             71.43000031                  No MI                                                       1.00E+17                                                                                                                      6.5
16650990                                                358                                  480                                      325600                                20061201                        2112.66                                  325376.15                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16809565                                                356                                  360                                       68250                                20061001                         465.59                                   68035.07                                      80                  No MI                                                                                                                                                                                    7.25
16813553                                                359                                  360                                      151000                                20070101                        1179.69                                     151000                                     100                  PMI                                                         1.00E+17                                                                                                                    9.375
16649574                                                358                                  360                                       99450                                20061201                         653.32                                   98953.89                                      65                  No MI                                                       1.00E+17                                                                                                                    6.875
16649717                                                357                                  480                                      237000                                20061101                        1537.78                                  236754.84                                     100                  PMI                                                         1.00E+17                                                                                                                    7.375
16638016                                                358                                  360                                       68000                                20061201                         498.96                                   67758.44                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16640467                                                358                                  360                                       64000                                20061201                         469.61                                   63763.83                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16640470                                                358                                  360                                       61200                                20061201                         417.49                                   60954.21                                      72                  No MI                                                       1.00E+17                                                                                                                     7.25
16648197                                                359                                  360                                     1500000                                20070101                        9531.25                                    1500000                                    62.5                  No MI                                                       1.00E+17                                                                                                                    7.625
16645753                                                358                                  360                                      323000                                20061201                        1884.07                                  322984.17                             71.77999878                  No MI                                                       1.00E+17                                                                                                                        7
16645766                                                358                                  480                                      192000                                20061201                        1281.27                                  191877.07                             99.48000336                  PMI                                                         1.00E+17                                                                                                                    7.625
16648166                                                358                                  360                                      143500                                20061201                         971.61                                     143500                                      70                  No MI                                                       1.00E+17                                                                                                                    8.125
16638052                                                357                                  360                                      121800                                20061101                         936.54                                  121577.06                                     100                  PMI                                                         1.00E+17                                                                                                                      8.5
16775296                                                359                                  480                                      180720                                20070101                         1139.5                                  180653.53                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16633963                                                357                                  360                                      171100                                20061101                        1124.01                                  170666.28                             83.45999908                  PMI                                                         1.00E+17                                                                                                                    6.875
16778503                                                359                                  360                                      348750                                20070101                        2143.36                                     348750                                      75                  No MI                                                       1.00E+17                                                                                                                    7.375
16784679                                                359                                  360                                      146500                                20070101                         938.06                                  146370.74                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    6.625
16788682                                                358                                  360                                      132960                                20061201                           1046                                  132806.44                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16788826                                                359                                  360                                      100548                                20070101                         685.91                                  100469.57                                      75                  No MI                                                       1.00E+17                                                                                                                     7.25
16807045                                                359                                  360                                      390500                                20070101                         2847.4                                     390500                             86.77999878                  PMI                                                         1.00E+17                                                                                                                     8.75
16807090                                                359                                  360                                      107840                                20070101                         763.28                                  107761.95                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16809630                                                358                                  360                                      199000                                20061201                        1307.29                                  198664.67                             94.76000214                  GE Capital MI                                               1.00E+17                                                                                                                    6.875
16833237                                                358                                  360                                      140000                                20061201                         896.44                                  139752.27                             24.78000069                  No MI                                                       1.00E+17                                                                                                                    6.625
16633959                                                359                                  360                                      336000                                20070101                        2292.11                                  335737.89                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16631262                                                358                                  360                                      178750                                20061201                        1249.85                                  178483.85                                      65                  No MI                                                       1.00E+17                                                                                                                      7.5
16630990                                                358                                  480                                      168000                                20061201                        1090.07                                  167884.49                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16630996                                                358                                  360                                      113600                                20061201                         736.81                                  113403.83                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16633990                                                359                                  360                                      179550                                20070101                        1240.11                                  179413.37                                    94.5                  PMI                                                         1.00E+17                                                                                                                    7.375
16731717                                                357                                  360                                      216000                                20061101                         1282.5                                     216000                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16731858                                                357                                  360                                       92560                                20061101                         639.29                                   92347.41                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16768080                                                359                                  360                                      115000                                20070101                         925.32                                  114937.18                                     100                  PMI                                                         1.00E+17                                                                                                                        9
16770805                                                355                                  360                                       64000                                20060901                          475.2                                   63787.81                             79.01000214                  No MI                                                       1.00E+17                                                                                                                    8.125
16770928                                                359                                  360                                      344000                                20070101                           1935                                     344000                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16771191                                                359                                  360                                      272000                                20070101                           1700                                     272000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16771839                                                359                                  360                                       68000                                20070101                         571.78                                   67966.55                                      80                  No MI                                                       1.00E+17                                                                                                                      9.5
16729359                                                358                                  360                                      472500                                20061201                        3103.99                                  471703.81                                      70                  No MI                                                       1.00E+17                                                                                                                    6.875
16722177                                                357                                  360                                      103120                                20061101                         794.88                                     103120                                      80                  No MI                                                       1.00E+17                                                                                                                     9.25
16723159                                                357                                  360                                      143300                                20061101                        1001.97                                  142978.96                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16728485                                                358                                  360                                      130800                                20061201                         925.79                                  130610.07                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16612464                                                358                                  360                                      168000                                20061201                        1189.09                                  167756.03                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16670584                                                358                                  360                                      114000                                20061201                         826.58                                  113842.58                                      95                  PMI                                                         1.00E+17                                                                                                                    7.875
16703987                                                358                                  360                                      166400                                20061201                        1177.77                                  166158.36                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16704446                                                358                                  360                                       61250                                20061201                         414.71                                   61250.01                                      70                  No MI                                                       1.00E+17                                                                                                                    8.125
16704515                                                358                                  360                                      607000                                20061201                        3477.08                                  606908.54                             50.58000183                  No MI                                                       1.00E+17                                                                                                                    6.875
16706548                                                358                                  360                                      106400                                20061201                         734.88                                  106237.58                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16706850                                                358                                  360                                      239900                                20061201                        1524.36                                     239900                             79.97000122                  No MI                                                       1.00E+17                                                                                                                    7.625
16707043                                                359                                  360                                       85000                                20070101                         730.28                                   84960.35                                     100                  PMI                                                         1.00E+17                                                                                                                     9.75
16656728                                                357                                  360                                      207368                                20061101                        1317.65                                     207368                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16672774                                                358                                  360                                      463000                                20061201                        2888.52                                  462128.52                             43.47000122                  No MI                                                       1.00E+17                                                                                                                    6.375
16709936                                                358                                  360                                       94400                                20061201                         688.33                                      94400                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16616049                                                358                                  360                                      206400                                20061201                           1204                                     206400                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16710904                                                358                                  360                                      203200                                20061201                        1121.83                                     203200                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16713548                                                359                                  360                                      326150                                20070101                        2034.75                                  325847.92                                      90                  GE Capital MI                                               1.00E+17                                                                                                                    6.375
16713552                                                358                                  360                                      134500                                20061201                        1010.45                                  134327.89                                     100                  PMI                                                         1.00E+17                                                                                                                     8.25
16715160                                                355                                  360                                      126885                                20060901                         931.04                                   126453.6                             79.80000305                  No MI                                                       1.00E+17                                                                                                                        8
16717152                                                359                                  360                                      104500                                20070101                         712.87                                  104418.48                                      95                  PMI                                                         1.00E+17                                                                                                                     7.25
16656921                                                358                                  360                                      166400                                20061201                        1079.27                                  166112.65                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16684546                                                358                                  360                                      116850                                20061201                          790.5                                  116751.39                                      95                  PMI                                                         1.00E+17                                                                                                                    8.125
16651135                                                358                                  360                                      278000                                20061201                        1824.38                                     278000                             79.43000031                  No MI                                                       1.00E+17                                                                                                                    7.875
16731479                                                359                                  360                                      235000                                20070101                        1485.36                                  234787.56                             53.40999985                  No MI                                                       1.00E+17                                                                                                                      6.5
16731488                                                359                                  360                                      165520                                20070101                        1068.98                                     165520                                      80                  No MI                                                                                                                                                                                    7.75
16648949                                                358                                  360                                      473550                                20061201                        3392.57                                  472879.37                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16650525                                                358                                  360                                      300000                                20061201                        2072.03                                  299542.04                             66.66999817                  No MI                                                       1.00E+17                                                                                                                    7.375
16695673                                                358                                  360                                      243200                                20061201                        1317.33                                  243199.99                                      80                  No MI                                                       1.00E+17                                                                                                                      6.5
16731978                                                359                                  360                                     1256000                                20070101                        8251.03                                  1254944.8                             62.79999924                  No MI                                                       1.00E+17                                                                                                                    6.875
16731998                                                359                                  360                                      183052                                20070101                        1233.26                                  182905.61                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16650680                                                358                                  360                                      220000                                20061201                        1426.92                                  219620.09                             58.66999817                  No MI                                                       1.00E+17                                                                                                                     6.75
16692541                                                358                                  360                                      252000                                20061201                        1613.58                                  251554.11                                      72                  No MI                                                       1.00E+17                                                                                                                    6.625
16710865                                                358                                  360                                      127200                                20061201                         878.54                                  127005.83                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16681837                                                358                                  360                                      283500                                20061201                        1933.97                                  283056.35                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16695635                                                358                                  360                                      169892                                20061201                        1187.91                                  169639.04                                      90                  Triad Guaranty                                              1.00E+17                                                                                                                      7.5
16681856                                                358                                  360                                      284900                                20061201                        1943.52                                  284454.16                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16676683                                                358                                  360                                       40000                                20061201                         286.56                                   39943.36                             55.56000137                  No MI                                                       1.00E+17                                                                                                                     7.75
16603841                                                356                                  360                                      207830                                20061001                         1365.3                                  207125.54                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16695587                                                358                                  360                                      193771                                20061201                         1256.8                                  193436.39                                      90                  GE Capital MI                                               1.00E+17                                                                                                                     6.75
16468165                                                357                                  360                                     1100732                                20061101                        8366.36                                 1098665.14                                      80                  No MI                                                                                                                                                                                   8.375
16601807                                                358                                  360                                      165200                                20061201                           1141                                  164947.81                                      70                  No MI                                                       1.00E+17                                                                                                                    7.375
16670778                                                358                                  360                                      264000                                20061201                        1960.19                                  263653.44                                     100                  PMI                                                         1.00E+17                                                                                                                    8.125
16665603                                                358                                  360                                      140000                                20061201                          978.9                                  139791.55                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16665656                                                358                                  360                                       49950                                20061201                         384.07                                   49889.25                                      90                  Mortgage Guaranty In                                        1.00E+17                                                                                                                      8.5
16681695                                                358                                  480                                      144000                                20061201                        1083.13                                   143933.5                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16659058                                                358                                  360                                      134400                                20061201                        1057.33                                  134244.78                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16729553                                                359                                  360                                      108800                                20070101                            816                                     108800                                      80                  No MI                                                       1.00E+17                                                                                                                        9
16600614                                                358                                  480                                      248000                                20061201                        1586.39                                  247823.35                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16596942                                                358                                  360                                       70000                                20061201                         465.71                                   69884.45                             77.77999878                  No MI                                                       1.00E+17                                                                                                                        7
16599163                                                358                                  360                                      416000                                20061201                        3016.29                                  415425.54                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16718028                                                359                                  360                                      220600                                20070101                        1580.41                                   220444.3                             76.19999695                  No MI                                                       1.00E+17                                                                                                                     7.75
16585340                                                358                                  360                                      196000                                20061201                           1225                                     196000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16595934                                                358                                  360                                      780000                                20061201                        5520.79                                  778867.31                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16590913                                                359                                  360                                       93000                                20070101                         650.27                                   92930.98                                      75                  No MI                                                       1.00E+17                                                                                                                      7.5
16596033                                                358                                  360                                      380000                                20061201                        3160.65                                   379614.7                                      80                  No MI                                                       1.00E+17                                                                                                                    9.375
16673639                                                357                                  360                                      248564                                20061101                        1501.74                                     248564                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16728664                                                359                                  360                                      475000                                20070101                        3002.32                                   474570.6                             52.77999878                  No MI                                                       1.00E+17                                                                                                                      6.5
16695527                                                357                                  360                                      313694                                20061101                        1633.82                                  313693.98                                      80                  No MI                                                       1.00E+17                                                                                                                     6.25
16695566                                                358                                  360                                      142828                                20061201                         922.43                                  142827.99                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16695602                                                358                                  360                                      195014                                20061201                        1239.04                                  194995.74                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16687845                                                358                                  360                                      132800                                20061201                          872.4                                  131744.11                             85.68000031                  Republic MIC                                                1.00E+17                                                                                                                    6.875
16693262                                                359                                  360                                      219920                                20070101                        1594.57                                  219768.65                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16697252                                                359                                  360                                      228000                                20070101                        1574.74                                  227826.51                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16700065                                                359                                  480                                      200720                                20070101                         1265.6                                  200646.17                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16706234                                                359                                  360                                      210000                                20070101                         1487.5                                     210000                             80.76999664                  Radian Guaranty                                             1.00E+17                                                                                                                      8.5
16730334                                                359                                  360                                       60000                                20070101                         443.75                                      60000                             71.43000031                  No MI                                                       1.00E+17                                                                                                                    8.875
16767493                                                359                                  360                                      296000                                20070101                         2543.1                                   295861.9                                      80                  No MI                                                       1.00E+17                                                                                                                     9.75
16671488                                                359                                  480                                      140000                                20070101                          844.7                                   139942.8                             50.90999985                  No MI                                                       1.00E+17                                                                                                                     6.75
16676339                                                359                                  360                                      328000                                20070101                        2349.83                                   327768.5                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16780582                                                359                                  480                                      279200                                20070101                        1684.57                                  279085.93                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16685285                                                359                                  480                                      152000                                20070101                        1028.46                                   151953.2                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16697566                                                358                                  360                                       57600                                20061201                         397.83                                   57512.07                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16693848                                                359                                  360                                      306000                                20070101                        2165.85                                  305778.53                                      85                  PMI                                                         1.00E+17                                                                                                                    7.625
16693856                                                358                                  360                                      245000                                20061201                        1477.07                                  244480.21                             64.98999786                  No MI                                                       1.00E+17                                                                                                                     7.25
16693893                                                358                                  360                                      840000                                20061201                        5588.54                                   838618.9                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16694136                                                358                                  360                                      242020                                20061201                        1386.57                                     242020                                      80                  No MI                                                       1.00E+17                                                                                                                    6.875
16696306                                                358                                  360                                      244084                                20061201                           1791                                  243745.35                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16696376                                                358                                  360                                      100800                                20061201                         739.63                                  100664.29                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16696411                                                358                                  360                                      337600                                20061201                        2418.61                                   337121.9                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16696640                                                358                                  360                                      166250                                20061201                        1134.12                                  165989.83                                      95                  Triad Guaranty                                              1.00E+17                                                                                                                     7.25
16688452                                                358                                  360                                      248000                                20061201                        1734.05                                  247630.75                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16692090                                                358                                  360                                      392000                                20061201                        2531.67                                     392000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16692095                                                357                                  360                                       63500                                20061101                         465.94                                   63254.67                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16693339                                                358                                  360                                      298000                                20061201                        1645.21                                     298000                                      80                  No MI                                                       1.00E+17                                                                                                                    6.625
16693392                                                359                                  360                                      254900                                20070101                        1569.46                                  254658.14                             54.83000183                  No MI                                                       1.00E+17                                                                                                                     6.25
16665660                                                358                                  360                                      747500                                20061201                        4360.42                                     747500                                      65                  No MI                                                       1.00E+17                                                                                                                        7
16665820                                                355                                  360                                       84700                                20060901                          577.8                                   84365.61                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16665823                                                355                                  360                                      117600                                20060901                         802.24                                  117135.73                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16665824                                                355                                  360                                      125000                                20060901                         852.72                                  124506.52                             68.68000031                  No MI                                                       1.00E+17                                                                                                                     7.25
16665826                                                355                                  360                                      138600                                20060901                          945.5                                   138052.8                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16681224                                                355                                  480                                      372000                                20060901                        3085.96                                  371677.51                                      80                  No MI                                                       1.00E+17                                                                                                                     9.75
16681320                                                358                                  360                                      114925                                20061201                         706.31                                     114925                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16681526                                                358                                  360                                      110665                                20061201                         737.77                                     110665                                      95                  PMI                                                         1.00E+17                                                                                                                        8
16666798                                                359                                  360                                     1260000                                20070101                        8488.85                                 1253992.39                                      70                  No MI                                                       1.00E+17                                                                                                                    7.125
16666866                                                357                                  360                                      140000                                20061101                         966.95                                   139673.7                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16666947                                                358                                  480                                      447500                                20061201                         2780.9                                  447158.04                                      50                  No MI                                                       1.00E+17                                                                                                                        7
16667024                                                358                                  360                                      410800                                20061201                        2695.88                                     410800                             72.44999695                  No MI                                                       1.00E+17                                                                                                                    7.875
16667106                                                358                                  360                                      715000                                20061201                        4519.29                                  713703.76                                    32.5                  No MI                                                       1.00E+17                                                                                                                      6.5
16667107                                                357                                  360                                       50400                                20061101                         378.64                                   50259.71                                      90                  GE Capital MI                                               1.00E+17                                                                                                                     8.25
16670543                                                355                                  360                                      126700                                20060901                         864.32                                   126199.8                                      70                  No MI                                                       1.00E+17                                                                                                                     7.25
16681819                                                358                                  360                                      165000                                20061201                        1111.64                                  164735.31                             71.12000275                  No MI                                                       1.00E+17                                                                                                                    7.125
16670776                                                357                                  360                                       80000                                20061101                         580.06                                   79833.73                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16670986                                                357                                  360                                      120000                                20061101                         870.08                                  119750.63                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16672450                                                358                                  360                                      107250                                20061201                         748.52                                     107250                                      75                  No MI                                                       1.00E+17                                                                                                                    8.375
16672499                                                358                                  360                                      384000                                20061201                           2160                                     384000                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16672650                                                358                                  360                                      232000                                20061201                        1602.37                                  231645.84                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16672736                                                358                                  360                                      154559                                20061201                         939.12                                  154257.78                                      80                  No MI                                                       1.00E+17                                                                                                                    6.125
16672834                                                357                                  360                                      200000                                20061101                        1458.33                                     200000                                      80                  No MI                                                       1.00E+17                                                                                                                     8.75
16672848                                                359                                  360                                      423250                                20070101                        2995.74                                  422943.66                                     100                  PMI                                                         1.00E+17                                                                                                                    7.625
16672888                                                359                                  360                                       57950                                20070101                         435.36                                   57913.05                                      95                  PMI                                                         1.00E+17                                                                                                                     8.25
16673241                                                358                                  360                                       99000                                20061201                         761.22                                   98879.64                                      90                  Mortgage Guaranty In                                        1.00E+17                                                                                                                      8.5
16674450                                                357                                  360                                      123600                                20061101                         914.12                                     123600                                      80                  No MI                                                       1.00E+17                                                                                                                    8.875
16676632                                                357                                  360                                       94450                                20061101                         751.49                                   94289.96                             79.97000122                  No MI                                                       1.00E+17                                                                                                                    8.875
16676721                                                358                                  360                                      176600                                20061201                        1204.72                                  176323.65                             79.98000336                  No MI                                                       1.00E+17                                                                                                                     7.25
16676774                                                358                                  360                                      476916                                20061201                        2980.73                                     476916                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16680447                                                358                                  360                                       62800                                20061201                         444.49                                   62708.81                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16680692                                                355                                  360                                      256000                                20060901                           1600                                     256000                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16658453                                                357                                  360                                      417000                                20061101                         2670.1                                  415890.16                             78.68000031                  No MI                                                       1.00E+17                                                                                                                    6.625
16658514                                                357                                  360                                      604700                                20061101                        3212.47                                     604700                             79.98999786                  No MI                                                       1.00E+17                                                                                                                    6.375
16658920                                                358                                  360                                      144400                                20061201                          960.7                                  144162.58                                      80                  No MI                                                       1.00E+17                                                                                                                        7
16659077                                                357                                  360                                       94400                                20061101                         658.83                                      94400                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16662469                                                357                                  360                                       84050                                20061101                         668.74                                   83907.59                             79.97000122                  No MI                                                       1.00E+17                                                                                                                    8.875
16662472                                                357                                  360                                      172000                                20061101                        1173.34                                  171595.05                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16662532                                                358                                  360                                      794400                                20061201                        5486.72                                  793187.35                                      80                  No MI                                                       1.00E+17                                                                                                                    7.375
16663813                                                358                                  360                                      148000                                20061201                         1017.5                                     148000                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16664051                                                358                                  360                                      128000                                20061201                         773.33                                     128000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16664101                                                358                                  360                                      130000                                20061201                         826.04                                     130000                             77.61000061                  No MI                                                       1.00E+17                                                                                                                    7.625
16665564                                                357                                  360                                      280000                                20061101                        1769.79                                  279236.52                             60.86999893                  No MI                                                       1.00E+17                                                                                                                      6.5
16662090                                                357                                  360                                      258000                                20061101                        1781.94                                  256580.55                                     100                  PMI                                                         1.00E+17                                                                                                                    7.375
16662268                                                358                                  360                                      280000                                20061201                        1981.82                                  279592.94                             78.87000275                  No MI                                                       1.00E+17                                                                                                                    7.625
16648680                                                357                                  360                                       78750                                20061101                         530.55                                   78556.26                                      75                  No MI                                                       1.00E+17                                                                                                                    7.125
16361576                                                353                                  360                                       48750                                20060701                         405.48                                   48573.56                                      75                  No MI                                                       1.00E+17                                                                                                                    9.375
16650162                                                358                                  360                                      155000                                20061201                        1044.26                                  154751.37                             60.77999878                  No MI                                                       1.00E+17                                                                                                                    7.125
16646425                                                358                                  360                                      607500                                20061201                        3606.57                                  607422.53                                      75                  No MI                                                       1.00E+17                                                                                                                    7.125
16358126                                                356                                  360                                      182400                                20061001                           1140                                     182400                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16358275                                                354                                  360                                      130200                                20060801                         989.61                                   129705.9                                      70                  No MI                                                       1.00E+17                                                                                                                    8.375
16358335                                                356                                  360                                     2000000                                20061001                       14675.29                                 1994578.26                             67.56999969                  No MI                                                       1.00E+17                                                                                                                        8
16643824                                                358                                  360                                       70000                                20061201                         489.45                                   69895.78                             59.56999969                  No MI                                                       1.00E+17                                                                                                                      7.5
16643874                                                356                                  360                                      440025                                20061001                        2566.81                                     440025                             79.27999878                  No MI                                                       1.00E+17                                                                                                                        7
16644139                                                358                                  360                                      108000                                20061201                         811.37                                  107861.79                                      80                  No MI                                                       1.00E+17                                                                                                                     8.25
16646065                                                356                                  360                                      222300                                20061001                        1611.83                                     221682                                      90                  PMI                                                         1.00E+17                                                                                                                    7.875
16646181                                                357                                  360                                       93499                                20061101                         645.77                                   93284.26                             78.90000153                  No MI                                                       1.00E+17                                                                                                                    7.375
16641215                                                357                                  360                                      308000                                20061101                        2233.21                                  307359.94                             64.16999817                  No MI                                                       1.00E+17                                                                                                                    7.875
16643616                                                357                                  360                                      152400                                20061101                         1065.6                                  152058.55                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16643724                                                358                                  360                                      108000                                20061201                         755.15                                  107838.24                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16611698                                                357                                  360                                      100780                                20061101                          687.5                                  100542.71                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16613119                                                357                                  360                                      481000                                20061101                        2956.15                                     481000                             56.59000015                  No MI                                                       1.00E+17                                                                                                                    7.375
16616144                                                357                                  360                                      272000                                20061101                        1898.33                                     272000                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16628930                                                357                                  360                                      152800                                20061101                        1161.39                                  152513.09                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16629205                                                357                                  360                                       66400                                20061101                         469.98                                    66254.9                                      80                  No MI                                                       1.00E+17                                                                                                                    7.625
16634515                                                357                                  360                                      105600                                20061101                         711.45                                  105345.14                                      80                  No MI                                                       1.00E+17                                                                                                                    7.125
16610153                                                358                                  360                                      763099                                20061201                         5335.7                                   761962.8                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16597265                                                358                                  360                                     2000000                                20061201                       12083.33                                    2000000                             52.63000107                  No MI                                                       1.00E+17                                                                                                                     7.25
16597447                                                357                                  360                                      236000                                20061101                        1325.01                                  235556.99                                      80                  No MI                                                       1.00E+17                                                                                                                     6.75
16597547                                                356                                  360                                      148197                                20061001                         895.36                                     148197                                      90                  GE Capital MI                                               1.00E+17                                                                                                                     7.25
16600903                                                358                                  360                                      102400                                20061201                         742.47                                   102258.6                                      80                  No MI                                                       1.00E+17                                                                                                                    7.875
16602660                                                356                                  360                                      376000                                20061001                        2271.67                                     376000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.25
16604221                                                355                                  360                                      600000                                20060901                           3875                                     600000                                      80                  No MI                                                       1.00E+17                                                                                                                     7.75
16605902                                                356                                  360                                      293600                                20061001                           1835                                     293600                                      80                  No MI                                                       1.00E+17                                                                                                                      7.5
16420756                                                355                                  480                                      222400                                20060901                        1546.37                                   222077.2                                      80                  No MI                                                       1.00E+17                                                                                                                        8
16468368                                                353                                  360                                      108675                                20060701                         916.94                                  108674.95                                      75                  No MI                                                       1.00E+17                                                                                                                   10.125
16419128                                                355                                  360                                      108000                                20060901                         820.88                                  107659.63                                      80                  No MI                                                       1.00E+17                                                                                                                    8.375
16406878                                                356                                  360                                      391000                                20061001                        2835.02                                  389912.99                             77.43000031                  No MI                                                       1.00E+17                                                                                                                    7.875
16405501                                                355                                  360                                       77250                                20060901                         600.84                                   77018.66                                      75                  No MI                                                       1.00E+17                                                                                                                    8.625


LOAN_ID                                  PER_RATE_CAP                         GROUP_ID                          LIEN                             BALLOON                               IO_PERIOD                   PORTFOLIO                                     PREPAY
-------                                  ------------                         --------                          ----                             -------                               ---------                   ---------                                     ------
16684756                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665775                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656694                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16661987                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665689                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16616045                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16640564                                                                      G01                               First Lien                       No                                          120                   WFLN                                          No
16609830                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16652239                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16656719                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16596952                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16656209                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16632436                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16791043                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16791055                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651585                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16650246                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16648965                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16339458                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706583                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16662560                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662581                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662602                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662422                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16662446                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662467                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16662371                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16662372                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16662374                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16662380                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16662392                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16662279                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662284                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16662275                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16775002                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16777131                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16779025                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16784747                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16772058                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723643                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723654                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723668                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728701                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16729468                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16729903                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16722219                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16765163                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16768494                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16771161                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16771175                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16684499                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16616169                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16790861                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16670886                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16670890                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16670894                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672818                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16673116                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16674185                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16674188                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16676575                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16676783                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681522                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16681532                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16684102                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16685745                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16693556                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693652                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693679                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16693680                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693687                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693711                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693790                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696195                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16696238                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16696480                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16697411                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16706766                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706835                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706910                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706921                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16707080                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16707129                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16707884                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16708089                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16710767                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16711091                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713909                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714075                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714091                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714812                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16715114                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16715226                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16715231                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717253                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16717405                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717408                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16718999                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665581                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665586                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16611820                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16661960                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16112156                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16643870                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16661995                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16165649                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16628929                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16397233                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16650485                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16650288                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16649206                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16650043                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16650079                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16648969                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16648980                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16648848                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16648727                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16648615                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16648586                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16648519                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16648528                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16648453                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16648479                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16648480                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16648419                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16648335                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16648364                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16648396                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16395764                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16798172                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16790984                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16790985                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16661969                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16659219                                                                      G01                               First Lien                       No                                           60                   EFLO                                          Yes
16659066                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16659112                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16659026                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16659033                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16658934                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658953                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658988                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658846                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662637                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670635                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670621                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665753                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16704510                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16651232                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16632930                                                                      G01                               First Lien                       No                                           60                   EFLO                                          Yes
16704433                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706900                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16695594                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16654025                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16654357                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16654477                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16654490                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656637                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656990                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658522                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658907                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16643854                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16659192                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16659193                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16649125                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16650412                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16664147                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665790                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665984                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667117                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16667411                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16394053                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16634406                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16640965                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16611855                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16600850                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16601342                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16393867                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16790829                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16790833                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16790842                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16790862                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16790737                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16790799                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16789035                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16790433                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16790438                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16790484                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16790698                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16788695                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16788714                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16788751                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16788775                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16788801                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16788806                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16788818                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16788828                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16788892                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16788659                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16788676                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16633099                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16634314                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16634452                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16419530                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16571659                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16591556                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16420717                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16645829                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16661807                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16663563                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16665300                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16669984                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16669987                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16692431                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692707                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16693797                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16696383                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696632                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16688275                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16688369                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692102                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16676634                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16676754                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16676847                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680222                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16680306                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16680405                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681634                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16684690                                                                      G01                               First Lien                       No                                           60                   EFLO                                          Yes
16685771                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674414                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16674837                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16667377                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667380                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667423                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16670361                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670474                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670622                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16672487                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16672806                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672867                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672895                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672951                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665560                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16665576                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16665589                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16664012                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16664199                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16664382                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16653984                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16654547                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656002                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656704                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656784                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656869                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16656905                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656917                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662079                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16662391                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16663736                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16663798                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16651637                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16653752                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16653759                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16649950                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16650280                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651066                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16633060                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16638275                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16638673                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16641066                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16643754                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16646366                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16616316                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16632380                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16596747                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16597707                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16602631                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16603814                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16570818                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16571675                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16570514                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16540095                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16544141                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16646488                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16646388                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16646413                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16646231                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16646278                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16646133                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16643574                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16643602                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16643645                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16643752                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16643755                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16643801                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16643813                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16643977                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16643985                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16644000                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16644042                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16644067                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16644100                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16641022                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16641184                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16641214                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16641397                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16643535                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16640724                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16640871                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16640643                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16638865                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16638896                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16638608                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16638611                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16638627                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16638798                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16638257                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16638309                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16638432                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16634700                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16634765                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16634237                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16634272                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16633097                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16632485                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16632592                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16632635                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16632261                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16632333                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16629185                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16629243                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16629293                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16788432                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16788449                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16788495                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16788563                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16784791                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16784801                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16784875                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16784919                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16784920                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16785017                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16786219                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16786277                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16784684                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16784689                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16781146                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16781268                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16784603                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16784639                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16780801                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16780814                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16780836                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16780915                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16780960                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16781040                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778707                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16778767                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16778889                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16776931                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16777004                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16777024                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16777037                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16777059                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16777106                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778233                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16778273                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16778379                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16778405                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16778408                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778416                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778438                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778457                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778465                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16778467                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778473                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778487                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778523                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778528                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778547                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778570                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16776809                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16776886                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16775628                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16775633                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16776677                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16776681                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16776687                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16628966                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16628700                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16628716                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16628802                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16616279                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16616314                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16615994                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16616018                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16616065                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16616182                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16616243                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16612984                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16613179                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16612953                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16775428                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16775379                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16612798                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16612854                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16612906                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16650402                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16774946                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16774954                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16774969                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16775056                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16775057                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16775078                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16784763                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16780948                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16772602                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16772616                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16772661                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16772665                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16772696                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16772267                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16772377                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16772452                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16772518                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16772529                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16771900                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16771957                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16772015                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16772068                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16771711                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16771730                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16771748                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16771752                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16771773                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16771781                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16771803                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16771827                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16770842                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16770853                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16770856                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16770861                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16770868                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16770893                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16770917                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16770937                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16770945                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16771000                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16771021                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16771057                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16771077                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16768125                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16768193                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16768213                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16768216                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16768224                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16768247                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16768252                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16768288                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16768351                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16768411                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16768430                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16768442                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16768476                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16768482                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16770752                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16770783                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16770797                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16768061                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16767997                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16768022                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16765575                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16765581                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16765582                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16765632                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16765641                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16765642                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16767832                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16767848                                                                      G01                               First Lien                       No                                           60                   EFLO                                          Yes
16767876                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16767895                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16767903                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16767912                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16767913                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16765356                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16765438                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16765525                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16765252                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16765309                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16765192                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16765199                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16765124                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16765134                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16765094                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16765111                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16732072                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16732105                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16732011                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16721808                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16719154                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16721743                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16721766                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16719057                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16718528                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16718585                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16718979                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16718742                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16718756                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16718803                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16718932                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16718402                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16718343                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16718374                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16718375                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16718268                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16718298                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717669                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16717672                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717675                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717734                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16717741                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16717766                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16717834                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16718144                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717496                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717560                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717573                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717617                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717620                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16717239                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16717252                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717261                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16717375                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717389                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16717407                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717416                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717430                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16717439                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16717448                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717483                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16715161                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16715196                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16715211                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16715251                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16715310                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717150                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16717162                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16714083                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714180                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714186                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714699                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16715112                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16714719                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16714742                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714743                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714746                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714811                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16714817                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714828                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714850                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16714881                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714920                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714921                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16713935                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713973                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16713984                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713729                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16713775                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16713524                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713547                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713581                                                                      G01                               First Lien                       Yes                                         120                   EFLO                                          Yes
16713709                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16713716                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713726                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16711093                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16711104                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16711123                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16711186                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16711196                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16711258                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16710862                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16710873                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16710918                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16710948                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16710988                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16711039                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16711044                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16711066                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16710150                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16710788                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16710205                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709494                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709500                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709598                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709612                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709614                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16709619                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709631                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709636                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709640                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709642                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709648                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709652                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709723                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16709742                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709770                                                                      G01                               First Lien                       No                                           60                   EFLO                                          Yes
16708165                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709806                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709846                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709867                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709877                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16708256                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709887                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16709895                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16709900                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16709904                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709949                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709981                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709984                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16709987                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16710012                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16708348                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16706860                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706869                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16706916                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706938                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706967                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16706968                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16706998                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16707031                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16707037                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16707054                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16707120                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16707150                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16707760                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16707804                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16707843                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16707886                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16707894                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16707930                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706721                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16706758                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16706794                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704435                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704456                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16704457                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704488                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704492                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704496                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704498                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704499                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704500                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704504                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16704508                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16704516                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704537                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16704552                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16704562                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16704580                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16706557                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706570                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16706593                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706418                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16706438                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16706445                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706461                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706463                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706470                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16706473                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706479                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706487                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16706490                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16706507                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16704048                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16704072                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16704177                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16704286                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16704338                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16704356                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16704375                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16704378                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16704406                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16697910                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16697704                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16697743                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16697813                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16695633                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16695653                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16695661                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16695665                                                                      G01                               First Lien                       No                                            0                   CNDU                                          Yes
16695669                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16695676                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16695522                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16695531                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16695542                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16695555                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16695563                                                                      G01                               First Lien                       No                                            0                   CNDU                                          No
16695567                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16695570                                                                      G01                               First Lien                       No                                          120                   CNDU                                          Yes
16695572                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16695576                                                                      G01                               First Lien                       No                                            0                   CNDU                                          No
16695590                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16695601                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16695603                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16695611                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16695614                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16695626                                                                      G01                               First Lien                       No                                            0                   MCND                                          Yes
16673622                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16673628                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16673641                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16673645                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16673659                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16673661                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16673669                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16673677                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16673682                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16634799                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709384                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16685549                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16780545                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16778141                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16776310                                                                      G01                               First Lien                       No                                          120                   WFLN                                          No
16776341                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16767481                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16767500                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16773156                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16773081                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16731229                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16765021                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16730339                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16731346                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16730413                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16731755                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16731776                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16731837                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16731881                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16731884                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16731794                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16730237                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16730049                                                                      G01                               First Lien                       No                                          120                   WFLN                                          No
16728005                                                                      G01                               First Lien                       No                                          120                   WFLN                                          No
16728212                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16643834                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656147                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16770898                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658576                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658526                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16658561                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658464                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658491                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16658501                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658446                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16658434                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16658369                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656891                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656901                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656848                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656814                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656828                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656686                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16803590                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801892                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16788889                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16778514                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16771755                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16771992                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16765182                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16731745                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16729374                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16729853                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16729917                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723948                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16722055                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16718494                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713685                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713889                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16714078                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714814                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16714951                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16715019                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16717123                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717125                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717127                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717233                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717257                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16708176                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16708279                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16710200                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16710960                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16710976                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706558                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16707716                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704484                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16697789                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16667186                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16658700                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16654195                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704363                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16680194                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672738                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656551                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16646000                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16803552                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16658586                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16695588                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16695540                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16662124                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16662218                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667148                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16659140                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16667114                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16788756                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16711054                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16659114                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16651481                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692105                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706931                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16654368                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16710752                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16723065                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16634491                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16680274                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16634447                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16768344                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16704491                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16640938                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16790706                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16790771                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16790997                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16798431                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16798445                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16798951                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801866                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16803802                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16803944                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16803978                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16775572                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16780748                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16788565                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16788631                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16788708                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16788991                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16770762                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16771015                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16774884                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16774886                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16775075                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656669                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656573                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656574                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16656541                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656439                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16656475                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16387140                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16388941                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16840295                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16838826                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16838904                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16826558                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16826896                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16819646                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16823679                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16823681                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16809470                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16809514                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16809523                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16809545                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16809623                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16809378                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16806760                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16806935                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16806945                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16806952                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16807057                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16807097                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16807102                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16807114                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16809290                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16804150                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16803434                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801461                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801475                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16801492                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801496                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801500                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16801508                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801576                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16801740                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801743                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801755                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801784                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801791                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801795                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16801937                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16801986                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16801991                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16798643                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16798687                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16798727                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16798732                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16798513                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16798530                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16798618                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16798207                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16798220                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16798337                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16798425                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16798466                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16549670                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656349                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656356                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656326                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656346                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656245                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656246                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656178                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16656123                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656145                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16378115                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656098                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16653966                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16653980                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16653986                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16653995                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16654031                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16654078                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16654185                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16654200                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16654201                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16654205                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16654217                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16803475                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16654220                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16654232                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16654270                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16654409                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16377427                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16653932                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16653788                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651543                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16651596                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651628                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16651639                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651292                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651318                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651336                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651365                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16651371                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16651454                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651218                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16651239                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651250                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16651115                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651127                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651167                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16371878                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16659123                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651312                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16697608                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16697651                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16697571                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16697580                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16697463                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16697471                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16697492                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16697407                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16697409                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16697427                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16697429                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696572                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696620                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16696520                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16696352                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696357                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16696339                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696328                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16696288                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696274                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696278                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696285                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696256                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696261                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696262                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16696264                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696266                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696267                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696202                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16696209                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696151                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696159                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16696181                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16696193                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16695936                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16695981                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16694072                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16694030                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693960                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16657318                                                                      G01                               First Lien                       No                                            0                   MJUM                                          No
16657481                                                                      G01                               First Lien                       No                                            0                   MJUM                                          No
16657697                                                                      G01                               First Lien                       No                                            0                   MJUM                                          No
16657899                                                                      G01                               First Lien                       No                                            0                   MJUM                                          No
16693902                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16693940                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693943                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16693847                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693861                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16693873                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16655469                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16693749                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693770                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16366767                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16693674                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693650                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693480                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693547                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693606                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16693405                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693446                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16693448                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16693472                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692740                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16693331                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693333                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693350                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16693351                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693364                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16692701                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692574                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692632                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16692460                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16692468                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16692531                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16692540                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692437                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16692442                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16692445                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16692331                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16692352                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692358                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16692360                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16632439                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713661                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16670509                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16674048                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692228                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16707783                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16638451                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16564826                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16717198                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16632666                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16692232                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16644188                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692211                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692154                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706903                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16658685                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16616511                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16688438                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16662316                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656595                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16628980                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672486                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656485                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16681197                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16697858                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680582                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672583                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16695604                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16665891                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16644069                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16695662                                                                      G01                               First Lien                       No                                            0                   CNDU                                          Yes
16695678                                                                      G01                               First Lien                       No                                          120                   MCND                                          Yes
16673100                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16670278                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709702                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16692552                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16649203                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672546                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714058                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16612814                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709622                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16692084                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16692101                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16688535                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16688443                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16688450                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16688329                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16688337                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16688348                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16688115                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16688133                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16688210                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16688406                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16688409                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16688417                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16688303                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16686346                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16686227                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16686185                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16686076                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16685928                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16685929                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16685857                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16685734                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16685747                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16685755                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16685815                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16685818                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16684780                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16684824                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16684887                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16685709                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16684589                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16684593                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16684626                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16684687                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16684710                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16684730                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16684450                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16684456                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16684462                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16684466                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16684503                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16684526                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16684572                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16684576                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16684106                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16684139                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16684156                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16684169                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16684186                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681729                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681748                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681825                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681844                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681850                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681983                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681999                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681677                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16681691                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16681651                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681610                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16681410                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16686114                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681630                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681527                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16681557                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681568                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681476                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704513                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16681344                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681388                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16681390                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16680397                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16680404                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16680459                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680467                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680479                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16680491                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680510                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680536                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680541                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16680580                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16680632                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680646                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680668                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16680699                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16681199                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16681211                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16681227                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16680354                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16680134                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16680147                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680149                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16680155                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680178                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680183                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680192                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16680219                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16680250                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680253                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16680262                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680266                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16680273                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16680327                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680333                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680336                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16676872                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16676879                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16676922                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16676784                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16676756                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16676633                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16676638                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16676700                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16676702                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16676502                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16676587                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16676608                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674433                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16674459                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16674464                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16674467                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674537                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16674548                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674562                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674564                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16674569                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674573                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674582                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674602                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674722                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16674732                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16674401                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674406                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16674224                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16674240                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674308                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16674309                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674321                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674369                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16673258                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16673262                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16674038                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16674093                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674122                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674166                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16375358                                                                      G01                               First Lien                       No                                          120                   CNDQ                                          No
16384150                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16672956                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672963                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672972                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672977                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672997                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16672887                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672917                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16672931                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672935                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672936                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672945                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672946                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672807                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672795                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16672746                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672575                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16672600                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672666                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672690                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672516                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16672454                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672457                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672459                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672351                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672352                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672358                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16670959                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670987                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670711                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16670568                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16670575                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670596                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16670610                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16670486                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670533                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670394                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670400                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16667469                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16670296                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670309                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16670343                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16667461                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16667436                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667361                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667390                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667409                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667284                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16667105                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16667112                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16667113                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667118                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16667133                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667136                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667140                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16667179                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16667199                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16667206                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16652160                                                                      G01                               First Lien                       No                                            0                   CNDU                                          No
16666875                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16652183                                                                      G01                               First Lien                       No                                            0                   CNDU                                          No
16666803                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16666751                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16666783                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16666784                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16666789                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16665779                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16665784                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665787                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665847                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665849                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665855                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665860                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665868                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665872                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665882                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665884                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665888                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665894                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665898                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665899                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665900                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665912                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16665499                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665532                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665567                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16665579                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16664434                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16664455                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665456                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665468                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665473                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16664378                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16664330                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16664333                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16664055                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16664271                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16664273                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16664286                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16663990                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16663961                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16663902                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16663890                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16663864                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16663824                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681813                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16350228                                                                      G01                               First Lien                       No                                            0                   CNDU                                          No
16591528                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16562524                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16595320                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16571946                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16663777                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16663731                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16772826                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16713393                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16691838                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16693205                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16700135                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16709225                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16696144                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696321                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696437                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696461                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16692197                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16692485                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16693912                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16688495                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16681283                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681501                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681796                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16685908                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16655784                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16655836                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16663577                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16663667                                                                      G01                               First Lien                       No                                          120                   WFLN                                          No
16680324                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16610994                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16569853                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16638624                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16610090                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16612791                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16604398                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16603822                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16599655                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16597371                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16574848                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16684774                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16674372                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16662675                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16662666                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16662668                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16662655                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16662634                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665549                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665854                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16665876                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16665908                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16665919                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16670386                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670423                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16670948                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16664272                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656795                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656871                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16662204                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16662233                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16697824                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16707721                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16611280                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16611320                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16611600                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16611663                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16609908                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16609963                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16609718                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16610113                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16610120                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16652241                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16652232                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16674050                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16634529                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16606119                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16650432                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16605660                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16605795                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16605903                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16604388                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16604120                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16652190                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16564505                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16646289                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16606050                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16387566                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16604067                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16603958                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16599383                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16599634                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16597418                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16597714                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16595338                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16596525                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16591255                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16591298                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16591507                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16594883                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16585625                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16585637                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16585812                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16571944                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16572039                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16574899                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16570328                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16570491                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16571514                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16568797                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16568852                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16567772                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16567674                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16567354                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16564767                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16564927                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16562519                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16563093                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16549765                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16546209                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16546213                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16544133                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16544149                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16543940                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16540363                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16540399                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16540430                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16638610                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16663746                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674269                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681649                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16419499                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16407393                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16419087                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16419338                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16406827                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16407046                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16803559                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16662214                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16713751                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714133                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16728467                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16729835                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16646317                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16649057                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658970                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16666810                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16676886                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16594836                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16692160                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696358                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16697589                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16674173                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665513                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16646631                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16692096                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662136                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16662089                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662101                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16405586                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16402294                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16404072                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16730002                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16730034                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16729547                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16731461                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16731469                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16731490                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16729554                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16729555                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16729556                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16729598                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16729669                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16729807                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16729837                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16729841                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16729846                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16731498                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16731535                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16731547                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16731561                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16731616                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16729934                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16729952                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16400393                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728746                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728754                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728762                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16728776                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16728781                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728787                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728818                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16728893                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728906                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16728908                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16729396                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16729433                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16729452                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728293                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728302                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728523                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728594                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16728394                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16728427                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16728643                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728699                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16722842                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16728028                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16727948                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16721623                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16721514                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16728287                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16721572                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16717901                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16717903                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16717897                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16718005                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16709317                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16709332                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16706280                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16706306                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16706329                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16723960                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16728228                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16710509                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16713385                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16713357                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16714554                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16709217                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16709219                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16709268                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16728251                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709303                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16709312                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16697316                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16700045                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16697200                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16723895                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16693108                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16687850                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16688004                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16692007                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16693094                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16693172                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16687912                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16685632                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16685501                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16685502                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16685293                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16683797                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16685303                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16685498                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16681015                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16681031                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16723837                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723740                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16679160                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16679124                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16679085                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16676386                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16676353                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16675085                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16671432                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16671314                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16671482                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16671483                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16674891                                                                      G01                               First Lien                       No                                          120                   WFLN                                          No
16674973                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16674986                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16675039                                                                      G01                               First Lien                       No                                          120                   WFLN                                          No
16652235                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16652249                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16652256                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16652257                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16652259                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16652214                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16644794                                                                      G01                               First Lien                       No                                          120                   MCND                                          Yes
16644799                                                                      G01                               First Lien                       No                                          120                   MCND                                          Yes
16644800                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16644807                                                                      G01                               First Lien                       No                                          120                   MCND                                          Yes
16644815                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16644823                                                                      G01                               First Lien                       No                                          120                   MCND                                          Yes
16652152                                                                      G01                               First Lien                       No                                            0                   CNDU                                          No
16652156                                                                      G01                               First Lien                       No                                          120                   CNDU                                          Yes
16652175                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16652196                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16652199                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16723660                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16723650                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723551                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16722043                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16722050                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16722058                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16722107                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16722127                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16722160                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16722166                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16722334                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723057                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16723060                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723090                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16723096                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16723148                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723269                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723304                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723395                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16723458                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16723483                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16721938                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16721950                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723523                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16601189                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16600869                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16715039                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16595205                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16709689                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16646110                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16650594                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16662179                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16673070                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16564543                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680381                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16672383                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656363                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16650257                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16648773                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16650274                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713747                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16664024                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16706484                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16680078                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16650233                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16666572                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16666544                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16669995                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16670195                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16670212                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16670081                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16670114                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16670141                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16543970                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16545315                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16545332                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16551785                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16567415                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16586023                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16651364                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16651501                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16651667                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16651672                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16654252                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16654361                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16654429                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656214                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656244                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656264                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656323                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16656481                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16656560                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656700                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656922                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658372                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16658445                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658194                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16658146                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16658098                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16658227                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16658281                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16653630                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16661789                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16661796                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16661943                                                                      G01                               First Lien                       No                                          120                   WFLN                                          No
16653631                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16653675                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16655768                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16665294                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16655794                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16655796                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16665417                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16666558                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16666559                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16655877                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16655889                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16684453                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16684513                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16684616                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16684673                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16685701                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16685790                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16685913                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16685920                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16685952                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16685957                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16685978                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16686112                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16688078                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16688388                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16548817                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16638021                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16645765                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16658107                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16670183                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16644789                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16644790                                                                      G01                               First Lien                       No                                          120                   MCND                                          Yes
16644812                                                                      G01                               First Lien                       No                                          120                   MCND                                          Yes
16644813                                                                      G01                               First Lien                       No                                          120                   MCND                                          Yes
16673635                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16673684                                                                      G01                               First Lien                       No                                            0                   MCND                                          No
16697715                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16706574                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16707024                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16708130                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16709514                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709699                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16710772                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16711040                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16711369                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713639                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713672                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713746                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16713924                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16714796                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16714800                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16715103                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16715311                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717406                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717445                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16717525                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16717781                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16718449                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16718495                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16718625                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16721736                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16721975                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723080                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723576                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16723609                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16723842                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16728230                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728273                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728573                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16650990                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16809565                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16813553                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16649574                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16649717                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16638016                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16640467                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16640470                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16648197                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16645753                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16645766                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16648166                                                                      G01                               First Lien                       No                                          120                   WFLN                                          No
16638052                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16775296                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16633963                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16778503                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16784679                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16788682                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16788826                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16807045                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16807090                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16809630                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16833237                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16633959                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16631262                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16630990                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16630996                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16633990                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16731717                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16731858                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16768080                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16770805                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16770928                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16771191                                                                      G01                               First Lien                       No                                           60                   EFLO                                          No
16771839                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16729359                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16722177                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16723159                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16728485                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16612464                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16670584                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16703987                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16704446                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16704515                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16706548                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16706850                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16707043                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16656728                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16672774                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16709936                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16616049                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16710904                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16713548                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16713552                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16715160                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16717152                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16656921                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16684546                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16651135                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16731479                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16731488                                                                      G01                               First Lien                       No                                           60                   EFLO                                          Yes
16648949                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16650525                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16695673                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16731978                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16731998                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16650680                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16692541                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16710865                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16681837                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16695635                                                                      G01                               First Lien                       No                                            0                   CNDU                                          Yes
16681856                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16676683                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16603841                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16695587                                                                      G01                               First Lien                       No                                            0                   CNDU                                          No
16468165                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16601807                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16670778                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665603                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16665656                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681695                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          Yes
16659058                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16729553                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16600614                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16596942                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16599163                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16718028                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16585340                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16595934                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16590913                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16596033                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16673639                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16728664                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16695527                                                                      G01                               First Lien                       No                                          120                   CNDU                                          No
16695566                                                                      G01                               First Lien                       No                                          120                   CNDU                                          Yes
16695602                                                                      G01                               First Lien                       No                                          120                   MCND                                          No
16687845                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16693262                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16697252                                                                      G01                               First Lien                       No                                            0                   WFLN                                          No
16700065                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16706234                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16730334                                                                      G01                               First Lien                       No                                          120                   WFLN                                          Yes
16767493                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16671488                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16676339                                                                      G01                               First Lien                       No                                            0                   WFLN                                          Yes
16780582                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          No
16685285                                                                      G01                               First Lien                       Yes                                           0                   WFLN                                          Yes
16697566                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16693848                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16693856                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16693893                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16694136                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16696306                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696376                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16696411                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16696640                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16688452                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16692090                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16692095                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16693339                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16693392                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665660                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16665820                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665823                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665824                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16665826                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681224                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16681320                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16681526                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16666798                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16666866                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16666947                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16667024                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16667106                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16667107                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16670543                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16681819                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670776                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16670986                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672450                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16672499                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16672650                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16672736                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672834                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16672848                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16672888                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16673241                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16674450                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16676632                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16676721                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16676774                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16680447                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16680692                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16658453                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16658514                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16658920                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16659077                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16662469                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16662472                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16662532                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16663813                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16664051                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16664101                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16665564                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662090                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16662268                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16648680                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16361576                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16650162                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16646425                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16358126                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16358275                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16358335                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16643824                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16643874                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16644139                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16646065                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16646181                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16641215                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16643616                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16643724                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16611698                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16613119                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16616144                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16628930                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16629205                                                                      G01                               First Lien                       No                                            0                   EFLO                                          Yes
16634515                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16610153                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16597265                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16597447                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16597547                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16600903                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16602660                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16604221                                                                      G01                               First Lien                       No                                          120                   EFLO                                          Yes
16605902                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16420756                                                                      G01                               First Lien                       Yes                                           0                   EFLO                                          No
16468368                                                                      G01                               First Lien                       No                                          120                   EFLO                                          No
16419128                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16406878                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
16405501                                                                      G01                               First Lien                       No                                            0                   EFLO                                          No
      
 




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”), or an "electing large partnership" as defined in Section 775(a) of the Code and will not be a disqualified organization or electing large partnership as of [Closing Date] [date of purchase]; (ii) it is not acquiring the Bear Stearns Asset-Backed Securities I LLC Asset-Backed Certificates, Series 2007-AC1, Class R-__ Certificates (the “Residual Certificates”) for the account of a disqualified organization or an electing large partnership; (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 or an electing large partnership; 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 2007-AC1
 
 
Re:
Bear Stearns Asset Backed Securities I LLC
Asset-Backed Certificates, Series 2007-AC1, Class__
 
Ladies and Gentlemen:
 
In connection with the sale by ___________ (the “Seller”) to ________ (the “Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2007-AC1, Class _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of January 1, 2007, among Bear Stearns Asset-Backed Securities I LLC, as depositor (the “Depositor”), EMC Mortgage Corporation, as master servicer, seller and company, Wells Fargo Bank, National Association, as securities administrator (the “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 Securities Administrator 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 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 (the “Certificates”), including the Class ___ Certificates (the “Privately Offered Certificates”)

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

 
(i)
we understand that the Privately Offered Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”) or any applicable state securities or “Blue Sky” laws, and are being sold to us in a transaction that is exempt from the registration requirements of such laws;
 
 
(ii)
any information we desired concerning the Certificates, including the Privately Offered Certificates, the trust in which the Certificates represent the entire beneficial ownership interest (the “Trust”) or any other matter we deemed relevant to our decision to purchase Privately Offered Certificates has been made available to us;
 
 
(iii)
we are able to bear the economic risk of investment in Privately Offered Certificates; we are an institutional “accredited investor” as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Act and a sophisticated institutional investor;
 
 
(iv)
we are acquiring Privately Offered Certificates for our own account, not as nominee for any other person, and not with a present view to any distribution or other disposition of the Privately Offered Certificates;
 
 
(v)
we agree the Privately Offered Certificates must be held indefinitely by us (and may not be sold, pledged, hypothecated or in any way disposed of) unless subsequently registered under the Act and any applicable state securities or “Blue Sky” laws or an exemption from the registration requirements of the Act and any applicable state securities or “Blue Sky” laws is available;
 
 
(vi)
we agree that in the event that at some future time we wish to dispose of or exchange any of the Privately Offered Certificates (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Privately Offered Certificates unless:
 
(A) (1) the sale is to an Eligible Purchaser (as defined below), (2) if required by the Pooling and Servicing Agreement (as defined below) a letter to substantially the same effect as either this letter or, if the Eligible Purchaser is a Qualified Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A and Related Matters Certificate in the form attached to the Pooling and Servicing Agreement (as defined below) (or such other documentation as may be acceptable to the 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 Wells Fargo 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-4 Certificates, are providing a representation to the effect that the proposed transfer and holding of such Certificate and servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, 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-4 Certificates]: THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, 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, Class C, Class R-1, Class R-2, Class R-3 and Class R-X 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 January 1, 2007 (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 securities administrator, and EMC Mortgage Corporation, as master servicer, seller and company.

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

Name of Nominee (if any): ________________






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

 




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

 



EXHIBIT F
 
FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE
 
[SELLER]
 
Bear 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 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 (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 January 1, 2007, among Bear Stearns Asset Backed Securities I LLC, as depositor, Wells Fargo Bank, National Association, as securities administrator, EMC Mortgage Corporation, as master servicer, 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-4 Certificates, are providing a representation to the effect that the proposed transfer and holding of such Certificate and servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, 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:
Custodial Agreement, dated as of January 30, 2007, between Bear Stearns Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation, as master servicer, seller and company, Wells Fargo Bank, National Association, as custodian 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 Custodial Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.
 
Mortgage Loan Number:
 
Mortgagor Name, Address & Zip Code:
 
Reason for Requesting Documents (check one):
 
_____
 
1.
 
Mortgage Paid in Full and proceeds have been deposited into the Custodial Account
 
           
_____
 
2.
 
Foreclosure
 
           
_____
 
3.
 
Substitution
 
           
_____
 
4.
 
Other Liquidation
 
           
_____
 
5.
 
Nonliquidation
Reason:________________________
           
_____
 
6.
 
California Mortgage Loan paid in full
 

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





EXHIBIT H

DTC LETTER OF REPRESENTATIONS

[Provided upon Request]






EXHIBIT I

SCHEDULE OF MORTGAGE LOANS WITH LOST NOTES

[Provided upon Request]
 




EXHIBIT J
 
FORM OF CUSTODIAL AGREEMENT
 
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the “Agreement”), dated as of January 30, 2007, 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 a seller (in such capacity, “EMC”), as master servicer (together with any successor in interest or successor under the Pooling and Servicing Agreement referred to below, the “Master Servicer”) and company (together with any successor in interest or successor under the Pooling and Servicing Agreement referred to below, the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as securities administrator and custodian (together with any successor in interest or any successor appointed hereunder, the “Custodian”) and MASTER FUNDING LLC, as a seller (“Master Funding”, and together with EMC, the “Sellers”).
 
WITNESSETH THAT:
 
WHEREAS, the Depositor, EMC, the Master Servicer, the Securities Administrator and the Trustee have entered into a Pooling and Servicing Agreement, dated as of January 1, 2007, relating to the issuance of Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 (as in effect on the date of this Agreement, the “Original Pooling and Servicing Agreement,” and as amended and supplemented from time to time, the “Pooling and Servicing Agreement”); and
 
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and holding certain documents and other instruments delivered by the Depositor, the Sellers, the Master Servicer, or the Securities Administrator under the Pooling and Servicing Agreement and the Servicers under their respective Servicing Agreements, all upon the terms and conditions and subject to the limitations hereinafter set forth;
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Trustee, the Depositor, the Sellers, the Master Servicer, the Securities Administrator and the Custodian hereby agree as follows:
 
ARTICLE I.
DEFINITIONS
 
Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the context herein.
 
ARTICLE II.
CUSTODY OF MORTGAGE DOCUMENTS
 
Section 2.1.  Custodian to Act as Agent: Acceptance of Mortgage Files. The Custodian, as the duly appointed custodial agent of the Trustee for these purposes, acknowledges (subject to any exceptions noted in the Initial Certification referred to in Section 2.3(a)) receipt of the Mortgage Files relating to the Mortgage Loans identified on the schedule attached hereto (the “Mortgage Files”) and declares that it holds and will hold such Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all present and future Certificateholders.
 
Section 2.2.  Recordation of Assignments. If any Mortgage File includes one or more assignments of Mortgage that have not been recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing Agreement and the related Mortgage Loan is not a MOM Loan or the related Mortgaged Properties are located in jurisdictions specifically excluded by the Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement, each such assignment shall be delivered by the Custodian to the related Seller for the purpose of recording it in the appropriate public office for real property records, and the Sellers, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment of Mortgage and, upon receipt thereof from such public office, shall return each such assignment of Mortgage to the Custodian.
 
Section 2.3.  Review of Mortgage Files.
 
(a)  On or prior to the Closing Date, in accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian shall deliver to EMC (on its own behalf and on behalf of Master Funding), the Master Servicer and the Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt (subject to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans listed on the Schedule attached hereto (the “Mortgage Loan Schedule”).
 
(b)  Within 90 days of the Closing Date, the Custodian agrees, for the benefit of Certificateholders, to review, in accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement, each such document, and shall deliver to EMC (on its own behalf and on behalf of Master Funding), the Master Servicer and the Trustee, an Interim Certification in the form annexed hereto as Exhibit Two to the effect that all such documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.
 
(c)  Not later than 180 days after the Closing Date, the Custodian shall review the Mortgage Files as provided in Section 2.02 of the Pooling and Servicing Agreement and deliver to EMC (on its own behalf and on behalf of Master Funding), the Master Servicer and to the Trustee, a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage Files.
 
(d)  In reviewing the Mortgage Files as provided herein and in the Pooling and Servicing Agreement, the Custodian shall make no representation as to and shall not be responsible to verify (i) the validity, legality, enforceability, due authorization, recordability, sufficiency or genuineness of any of the documents included in any Mortgage File or (ii) the collectability, insurability, effectiveness or suitability of any of the documents in any Mortgage File.
 
Upon receipt of written request from the Trustee, the Custodian shall as soon as practicable supply the Trustee with a list of all of the documents relating to the Mortgage Loans missing from the Mortgage Files.
 
Section 2.4.  Notification of Breaches of Representations and Warranties. Upon discovery by the Custodian of a breach of any representation or warranty made by the Depositor as set forth in the Pooling and Servicing Agreement with respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt written notice to the Depositor, the related Servicer and the Trustee.
 
Section 2.5.  Custodian to Cooperate: Release of Mortgage Files. Upon receipt of written notice from the Trustee that EMC has repurchased a Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement, and a request for release (a “Request for Release”) confirming that the purchase price therefor has been deposited in the Master Servicer Collection Account or the Distribution Account, then the Custodian agrees to promptly release to EMC the related Mortgage File.
 
Upon the Custodian’s receipt of a Request for Release substantially in the form of Exhibit G to the Pooling and Servicing Agreement signed by a Servicing Officer of a Servicer, stating that it has received payment in full of a Mortgage Loan or that payment in full will be escrowed in a manner customary for such purposes, the Custodian agrees promptly to release to the Servicer, the related Mortgage File. The Depositor shall deliver to the Custodian and the Custodian agrees to review in accordance with the provisions of their Agreement the Mortgage Note and other documents constituting the Mortgage File with respect to any Replacement Mortgage Loan.
 
From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any Primary Insurance Policy or PMI Policy, the Company or the related Servicer, as applicable, shall deliver to the Custodian a Request for Release signed by a Servicing Officer requesting that possession of all of the Mortgage File be released to the Company or the related Servicer, as applicable, and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any of the Insurance Policies. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File to the Company or the related Servicer, as applicable. The Company or the related Servicer, as applicable, shall cause each Mortgage File or any document therein so released to be returned to the Custodian when the need therefore by the Company or the related Servicer, as applicable, no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Master Servicer Collection Account or the Distribution Account or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Company or the related Servicer, as applicable, has delivered to the Custodian a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery.
 
At any time that the Company or the related Servicer is required to deliver to the Custodian a Request for Release, the Company or the related Servicer, as applicable, shall deliver two copies of the Request for Release if delivered in hard copy or the Company or the related Servicer, as applicable, may furnish such Request for Release electronically to the Custodian, in which event the Servicing Officer transmitting the same shall be deemed to have signed the Request for Release. In connection with any Request for Release of a Mortgage File because of a repurchase of a Mortgage Loan, such Request for Release shall be accompanied by an assignment of mortgage, without recourse, representation or warranty from the Trustee to the Seller (unless such Mortgage Loan is a MOM Loan) and the related Mortgage Note shall be endorsed without recourse, representation or warranty by the Trustee (unless such Mortgage Loans is registered on the MERS System) and be returned to the Seller. In connection with any Request for Release of a Mortgage File because of the payment in full of a Mortgage Loan, such Request for Release shall be accompanied by a certificate of satisfaction or other similar instrument to be executed by or on behalf of the Trustee and returned to the Company or the related Servicer, as applicable.
 
Section 2.6.  Assumption Agreements. In the event that any assumption agreement, substitution of liability agreement or sale of servicing agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer, to the extent provided in the Pooling and Servicing Agreement or the related Servicing Agreement, shall cause the Company or the related Servicer, as applicable, to notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting parts thereof.
 
ARTICLE III.
CONCERNING THE CUSTODIAN
 
Section 3.1.  Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and other documents constituting each Mortgage File which are delivered to the Custodian, the Custodian is exclusively the bailee and custodial agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage for the benefit of any person other than the Trustee and the Certificateholders and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and in the Pooling and Servicing Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the Company, the Depositor, any Servicer or the Master Servicer or otherwise released from the possession of the Custodian.
 
Section 3.2.  Custodian May Own Certificates. The Custodian in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Custodian.
 
Section 3.3.  Securities Administrator to Pay Custodian’s Fees and Expenses. The Securities Administrator 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 Securities Administrator will pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith or to the extent that such cost or expense is indemnified by the Depositor pursuant to the Pooling and Servicing Agreement.
 
Section 3.4.  Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of the Mortgage Loans. Upon receiving such written notice of resignation, the Trustee shall either take custody of the Mortgage Files itself and give prompt written notice thereof to the Depositor, the Master Servicer and the Custodian, or promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files and no successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such written notice of resignation, the resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian.
 
The Trustee may remove the Custodian at any time upon 60 days prior written notice to Custodian. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to supervision or examination by federal or state authority shall be able to satisfy the other requirements contained in Section 3.6 and shall be unaffiliated with the Servicers, the Company and the Depositor.
 
Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the provisions of this Section 3.4 shall become effective upon acceptance of appointment by the successor Custodian. The Trustee shall give prompt notice to the Depositor and the Master Servicer of the appointment of any successor Custodian. No successor Custodian shall be appointed by the Trustee without the prior approval of the Depositor and the Master Servicer.
 
Section 3.5.  Merger or Consolidation of Custodian. Any Person into which the Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
 
Section 3.6.  Representations of the Custodian. The Custodian hereby represents that it is a depository institution subject to supervision or examination by a federal or state authority, has a combined capital and surplus of at least $15,000,000 and is qualified to do business in the jurisdictions in which it will hold any Mortgage File.
 
ARTICLE IV.
COMPLIANCE WITH REGULATION AB
 
Section 4.1.  Intent of the parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of this Article IV is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act. Each of the parties hereto acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB to the extent reasonably practicable. The Custodian shall cooperate reasonably with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB.
 
Section 4.2.  Additional Representations and Warranties of the Custodian.
 
(a)  [Reserved];
 
(b)  The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Depositor under Section 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its 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.
 
(a)  On or before March 15 of each calendar year, the Custodian shall:
 
(i) 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
 
(ii) 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.
 
(b)  In the event the Custodian is terminated under, or resigns pursuant to, the terms of this Agreement, the Custodian shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 4.4 notwithstanding any such termination or resignation.
 
Section 4.5.  Indemnification; Remedies.
 
(a)  The Custodian shall indemnify the Depositor, each affiliate of the Depositor, EMC and each broker dealer acting as underwriter, placement agent or initial purchaser of the Certificates or each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
 
(i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ attestation or other material provided under this Article IV by or on behalf of the Custodian (collectively, the “Custodian Information”), or (B) the omission or alleged omission to state in the Custodian Information a material fact required to be stated in the Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
 
(ii) any failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Article IV.
 
(iii) the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV.
 
(b)  In the case of any failure of performance described in clause (ii) of Section 4.5(a), the Custodian shall promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian.
 
(c)  In no event shall the Custodian or its directors, officers, and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages.
 
This indemnification shall survive the termination of this Agreement or the termination of the Custodian.
 
ARTICLE V.
MISCELLANEOUS PROVISIONS
 
Section 5.1.  Notices. All notices, requests, consents and demands and other communications required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in writing), in which case the notice will be deemed delivered when received.
 
Section 5.2.  [Reserved].
 
Section 5.3.  Amendments. No modification or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto.  The Trustee shall give prompt notice to the Custodian of any amendment or supplement to the Pooling and Servicing Agreement and furnish the Custodian with written copies thereof.
 
Section 5.4.  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
 
Section 5.5.  Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Depositor and at the Trust’s expense, but only upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the Depositor to the effect that the failure to effect such recordation is likely to materially and adversely affect the interests of the Certificateholders.
 
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 2007-AC1
Telecopy: (617) 603-6638
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:  Joseph T. Jurkowski, Jr.
Title: Vice President
   
Address:
2780 Lake Vista Drive,
Lewisville, Texas 75067
EMC MORTGAGE CORPORATION,
as Master Servicer and Seller
 
By:___________________________________
Name: 
Title: 
   
Address:
2780 Lake Vista Drive,
Lewisville, Texas 75067
MASTER FUNDING LLC,
as Seller
 
By:___________________________________
Name: 
Title: 
   
Address:
9062 Old Annapolis Road
Columbia, Maryland 21045
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Securities Administrator
 
By:___________________________________
Name: 
Title: 
   
Address:
1015 10th Avenue S.E.
Minneapolis, Minnesota 55414-0031
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Custodian
 
By:___________________________________
Name: 
Title: 




 
STATE OF MASSACHUSETTS )
  ) ss
COUNTY OF SUFFOLK )
 
 
On the 30th day of January 2007 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 January 2007 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 January 2007 before me, a notary public in and for said State, personally appeared __________________________, known to me to be an authorized representative of EMC Mortgage Corporation, one of the parties that executed the within instrument, and also known to me to be the person who executed the within instrument on behalf of said party, and acknowledged to me that such party executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
   
 
Notary Public
 
 
[Notarial Seal]
 



 

STATE OF TEXAS )
  ) ss
COUNTY OF DALLAS )
 
On the 30th day of January 2007 before me, a notary public in and for said State, personally appeared __________________________, known to me to be an authorized representative of Master Funding LLC, one of the parties that executed the within instrument, and also known to me to be the person who executed the within instrument on behalf of said party, and acknowledged to me that such party executed the within instrument.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
 
   
 
Notary Public
 
 
[Notarial Seal]
 


 

STATE OF MARYLAND )
  ) ss
COUNTY OF HOWARD )
 
On the 30th day of January 2007 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 January 2007 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
 
January 30, 2007
 
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA 02110
With a copy to:  
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067
Attention: Michelle Viner
Facsimile: (214) 626-4889
   
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067
Attention: Janan Weeks
Facsimile: (214) 626-3704

 
Attention: Bear Stearns Asset Backed Securities I LLC, Series 2007-AC1
 
 
Re:
Custodial Agreement, dated as of January 30, 2007, by and
among U.S. Bank National Association, Wells Fargo Bank,
National Association, Bear Stearns Asset Backed Securities
I LLC, EMC Mortgage Corporation and Master Funding
LLC relating to Bear Stearns Asset Backed Securities I
Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1
 
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
With a copy to:  
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067
Attention: Michelle Viner
Facsimile: (214) 626-4889
   
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067
Attention: Janan Weeks
Facsimile: (214) 626-3704

 
Attention: Bear Stearns Asset Backed Securities I LLC, Series 2007-AC1
 
 
Re:
Custodial Agreement, dated as of January 30, 2007, by and
among U.S. Bank National Association, Wells Fargo Bank,
National Association, Bear Stearns Asset Backed Securities
I LLC, EMC Mortgage Corporation and Master Funding
LLC relating to Bear Stearns Asset Backed Securities I
Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1
 
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
With a copy to:  
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067
Attention: Michelle Viner
Facsimile: (214) 626-4889
   
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067
Attention: Janan Weeks
Facsimile: (214) 626-3704

 
Attention: Bear Stearns Asset Backed Securities I LLC, Series 2007-AC1
 
 
Re:
Custodial Agreement, dated as of January 30, 2007, by and
among U.S. Bank National Association, Wells Fargo Bank,
National Association, Bear Stearns Asset Backed Securities
I LLC, EMC Mortgage Corporation and Master Funding
 LLC relating to Bear Stearns Asset Backed Securities I
Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1
 
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 January 30, 2007, as amended and supplemented by any and all amendments hereto (collectively, “this Agreement”), by and among EMC MORTGAGE CORPORATION, a Delaware corporation (“EMC” or a “Mortgage Loan Seller”), MASTER FUNDING LLC, a Delaware limited liability company (“Master Funding” or a “Mortgage Loan Seller”, and together with EMC, the “Mortgage Loan Sellers”)and BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company (the “Purchaser”).
 
Upon the terms and subject to the conditions of this Agreement, each Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase, certain conventional, fixed rate, first lien mortgage loans secured by one- to four-family residences (collectively, the “Mortgage Loans”) as described herein. The Purchaser intends to deposit the Mortgage Loans into a trust fund (the “Trust Fund”) and create Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 (the “Certificates”), under a pooling and servicing agreement, to be dated as of January 1, 2007 (the “Pooling and Servicing Agreement”), among the Purchaser, as depositor, EMC, as seller and as master servicer (in such capacity, the “Master Servicer”), Wells Fargo Bank, National Association, 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 January 29, 2007, to the Prospectus, dated December 18, 2006, relating to certain classes of the Certificates. With respect to the Public Offering of certain classes of the Certificates, the Purchaser and Bear, Stearns & Co. Inc. (“Bear Stearns”) have entered into a terms agreement, dated as of January 29, 2007, 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: With respect to EMC and the sale of the EMC Mortgage Loans, cash in an amount equal to $             *              (plus $        *        in accrued interest). With respect to Master Funding and the sale of the Master Funding Mortgage Loans, cash in an amount equal to $             *              (plus $        *        in accrued interest).
 
Bear Stearns: Bear, Stearns & Co. Inc.
 
Closing Date: January 30, 2007.
 
Custodial Agreement: An agreement, dated as of January 30, 2007 among the Depositor, EMC, Master Funding, the Trustee, the Master Servicer, the Securities Administrator and the Custodian.
 
Cut-off Date Balance: Shall mean $455,775,287.84.
 
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.
 
Due Date: With respect to each Mortgage Loan, the date in each month on which its scheduled payment is due, as set forth in the related Mortgage Note.
 
EMC: EMC Mortgage Corporation.
 
EMC Flow Loans: The Mortgage Loans purchased by EMC pursuant to a flow loan purchase agreement.
 
EMC Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which EMC is the applicable Mortgage Loan Seller.
 
Master Funding: Master Funding LLC.
 
Master Funding Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which Master Funding is the applicable Mortgage Loan Seller.
 
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
 
MERS® System: The system of recording transfers of Mortgages electronically maintained by MERS.
 
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.
 
 
_________________________
* Please contact Bear Stearns for pricing information.
* Please contact Bear Stearns for pricing information.
 
 

 
 
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 Securities Administrator Fee, (ii) the Servicing Fee Rate and (iii) the rate at which the LPMI Fee is calculated, if applicable.
 
Opinion of Counsel: A written opinion of counsel, who may be counsel for a Mortgage Loan Seller or the Purchaser, reasonably acceptable to the Trustee.
 
Person: Any legal person, including any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
Purchase Price: With respect to any Mortgage Loan required to be purchased by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) pursuant to the applicable provisions of this Agreement, an amount equal to the sum of (i) 100% of the principal remaining unpaid on such Mortgage Loan as of the date of purchase (including if a foreclosure has already occurred, the principal balance of the related Mortgage Loan at the time the Mortgaged Property was acquired), (ii) accrued and unpaid interest thereon at the Mortgage Rate through and including the last day of the month of purchase, plus any portion of the Servicing Advances payable to the purchaser of the Mortgage Loan, 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 11 hereof, each Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans sold by such Mortgage Loan Seller having an aggregate outstanding principal balance as of the Cut-off Date equal to the related Cut-off Date Balance.
 
(b)  The closing for the purchase and sale of the Mortgage Loans and the closing for the issuance of the Certificates will take place on the Closing Date at the office of the Purchaser’s counsel in New York, New York or such other place as the parties shall agree.
 
(c)  Upon the satisfaction of the conditions set forth in Section 11 hereof, on the Closing Date, the Purchaser shall pay to each respective Mortgage Loan Seller the related Acquisition Price for the Mortgage Loans sold by such Mortgage Loan Seller in immediately available funds by wire transfer to such account or accounts as shall be designated by such Mortgage Loan Seller.
 
(d)  In addition to the foregoing, on the Closing Date each Mortgage Loan Seller assigns to the Purchaser all of its right, title and interest in the Servicing Agreements.
 
SECTION 3.  Mortgage Loan Schedules. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) agrees to provide to the Purchaser as of the date hereof a 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 each respective Mortgage Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule, such 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 such 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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) 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. Each Mortgage Loan Seller will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due on or before the Cut-off Date (including payments collected after the Cut-off Date) and all payments thereof. Such principal amounts and any interest thereon belonging to the related Mortgage Loan Seller as described above will not be included in the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the 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, each Mortgage Loan Seller has delivered or will deliver or cause to be delivered to the Trustee or the Custodian on behalf of the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and such Mortgage Loan Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File, provided, however, that in lieu of the foregoing, such Mortgage Loan Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage (other than the Mortgages related to the EMC Flow Loans), assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the related Mortgage Loan Seller may deliver a true copy thereof with a certification by such Mortgage Loan Seller or the Master Servicer, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage (other than the Mortgages related to the EMC Flow Loans), assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from such Mortgage Loan Seller or the Master Servicer to such effect), such Mortgage Loan Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 5 the related Mortgage Loan Seller may deliver lost note affidavits and indemnities of such Mortgage Loan Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, such Mortgage Loan Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by such Mortgage Loan Seller or the Master Servicer to such effect. Each Mortgage Loan Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee, or the Custodian on behalf of the Trustee, promptly after they are received. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date unless such assignment is not required to be recorded under the terms set forth in Section 6(a) hereof.
 
(c)  In connection with the assignment of any Mortgage Loan registered on the MERS® System, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) further agrees that it will cause, at EMC’s own expense, within 30 days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the related Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) further agrees that it will not, and will not permit any Servicer or the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of the Pooling and Servicing Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of the Pooling and Servicing Agreement.
 
(d)  Each Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans 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, each Mortgage Loan Seller will have made the related Mortgage Files available to the Purchaser or its agent for examination which may be at the offices of the Trustee or such Mortgage Loan Seller and/or such Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the related Mortgage Files shall not affect the Purchaser’s rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. In furtherance of the foregoing, each Mortgage Loan Seller shall make the related Mortgage Files available to the Purchaser or its agent from time to time so as to permit the Purchaser to confirm such Mortgage Loan Seller’s compliance with the delivery and recordation requirements of this Agreement and the Pooling and Servicing Agreement. In addition, upon request of the Purchaser, each Mortgage Loan Seller agrees to provide to the Purchaser, Bear Stearns and to any investors or prospective investors in the Certificates information regarding the Mortgage Loans and their servicing, to make the related Mortgage Files available to the Purchaser, Bear Stearns and to such investors or prospective investors (which may be at the offices of the related Mortgage Loan Seller and/or such Mortgage Loan Seller’s custodian) and to make available personnel knowledgeable about the related Mortgage Loans for discussions with the Purchaser, Bear 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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) an initial certification in the form attached as Exhibit One to the Custodial Agreement.
 
(c)  Within 90 days of the Closing Date, the Trustee or the Custodian on its behalf shall, in accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement, deliver to EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) 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 EMC 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 EMC of such Material Defect. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall correct or cure any such Material Defect within 90 days from the date of notice from the Trustee of the Material Defect and if EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) does not correct or cure such Material Defect within such period and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) will, in accordance with the terms of the Pooling and Servicing Agreement, within 90 days of the date of notice, provide the Trustee with a Replacement Mortgage Loan (if within two years of the Closing Date) or purchase the related Mortgage Loan at the applicable Purchase Price; provided, however, that if such defect relates solely to the inability of EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) to deliver the original security instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy, have not been returned by the applicable jurisdiction, EMC shall not be required to purchase such Mortgage Loan if EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) or a Servicing Officer confirming that such documents have been accepted for recording, and delivery to the Trustee shall be effected by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) within thirty days of its receipt of the original recorded document.
 
(e)  At the time of any substitution, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall deliver or cause to be delivered the Replacement Mortgage Loan, the related Mortgage File and any other documents and payments required to be delivered in connection with a substitution pursuant to the Pooling and Servicing Agreement. At the time of any purchase or substitution, the Trustee shall (i) assign the selected Mortgage Loan to EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and shall release or cause the Custodian to release the documents (including, but not limited to the Mortgage, Mortgage Note and other contents of the Mortgage File) in the possession of the Trustee or the Custodian, as applicable relating to the Deleted Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) title to such Deleted Mortgage Loan.
 
SECTION 6.  Recordation of Assignments of Mortgage.
 
(a)  EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) will, promptly after the Closing Date, cause each Mortgage and each assignment of Mortgage from the Mortgage Loan Sellers to the Trustee, and all unrecorded intervening assignments, if any, delivered on or prior to the Closing Date, to be recorded in all recording offices in the jurisdictions where the related Mortgaged Properties are located; provided, however, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) need not cause to be recorded any assignment which relates to a Mortgage Loan that is a MOM Loan or for which the related Mortgaged Property is located in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of (i) reasonable direction by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Trust, (ii) the occurrence of a Company Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to EMC under the Pooling and Servicing Agreement, (iv) the occurrence of a servicing transfer as described in Section 9.05 of the Pooling and Servicing Agreement or an assignment of the servicing as described in Section 8.05(b) of the Pooling and Servicing Agreement or (iv) with respect to any one assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.
 
While each such Mortgage or assignment is being recorded, if necessary, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall leave or cause to be left with the Trustee or the Custodian on its behalf a certified copy of such Mortgage or assignment. In the event that, within 180 days of the Closing Date, the Trustee has not been provided with an Opinion of Counsel as described above or received evidence of recording with respect to each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof or as set forth above and the related Mortgage Loan is not a MOM Loan, the failure to provide evidence of recording or such Opinion of Counsel shall be considered a Material Defect, and the provisions of Section 5(c) and (d) shall apply. All customary recording fees and reasonable expenses relating to the recordation of the assignments of mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall be borne by EMC.
 
(b)  It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by each Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement be, and be treated as, a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by such Mortgage Loan Seller to the Purchaser to secure a debt or other obligation of that Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held by a court to continue to be property of such Mortgage Loan Seller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by such Mortgage Loan Seller to the Purchaser of a security interest in all of such Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Purchaser would otherwise be entitled to own such Mortgage Loans and proceeds pursuant to Section 4 hereof, including all amounts, other than investment earnings, from time to time held or invested in any accounts created pursuant to the Pooling and Servicing Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser or the Trustee (or the Custodian on its behalf) of Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed to be an assignment of any security interest created hereby. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.
 
SECTION 7.  Representations and Warranties of EMC Concerning the Mortgage Loans. EMC hereby represents and warrants to the Purchaser as of the Closing Date or such other date as may be specified below with respect to each Mortgage Loan being sold by it, that:
 
(a)  The information set forth in the Mortgage Loan Schedule hereto is true and correct in all material respects.
 
(b)  Immediately prior to the transfer to the Purchaser, the Mortgage Loan Seller was the sole owner of beneficial title and holder of each Mortgage and Mortgage Note relating to the Mortgage Loans and is conveying the same free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature and the Mortgage Loan Seller has full right and authority to sell or assign the same pursuant to this Agreement.
 
(c)  Each Mortgage Loan at the time it was made complied in all material respects with all applicable local, state and federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws and all applicable predatory, abusive and fair lending laws; and each Mortgage Loan has been serviced in all material respects in accordance with all applicable local, state and federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws and all applicable anti-predatory lending laws and the terms of the related Mortgage Note, the Mortgage and other loan documents.
 
(d)  There is no monetary default existing under any Mortgage or the related Mortgage Note and there is no material event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or event of acceleration; and neither the 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 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; and 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 5.7, Appendix E, attached hereto as Exhibit 6) or (b) was originated on or after October 1, 2002 through March 6, 2003 and is governed by the Georgia Fair Lending Act.
 
(t)  Each Mortgage Loan was originated in accordance with the underwriting guidelines of the related originator.
 
(u)  Each original Mortgage has been recorded or is in the process of being recorded in accordance with the requirements of Section 2.01 of the Pooling and Servicing Agreement in the appropriate jurisdictions wherein such recordation is required to perfect the lien thereof for the benefit of the Trust Fund.
 
(v)  The related Mortgage File contains each of the documents and instruments listed in Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions, substitutions and qualifications as are set forth in such Section.
 
(w)  The Mortgage Loans are currently being serviced in accordance with accepted servicing practices.
 
(x)  With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is enforceable and will be enforced by the Mortgage Loan Seller and each prepayment penalty is permitted pursuant to federal, state and local law. In addition, with respect to each Mortgage Loan (i) no Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated and (ii) such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan.
 
(y)  If any of the Mortgage Loans are secured by a leasehold interest, with respect to each leasehold interest: the use of leasehold estates for residential properties is an accepted practice in the area where the related Mortgaged Property is located; residential property in such area consisting of leasehold estates is readily marketable; the lease is recorded and no party is in any way in breach of any provision of such lease; the leasehold is in full force and effect and is not subject to any prior lien or encumbrance by which the leasehold could be terminated or subject to any charge or penalty; and the remaining term of the lease does not terminate less than ten years after the maturity date of such Mortgage Loan.
 
(z)  Each Mortgage Loan was originated (a) by a savings and loan association, savings bank, commercial bank, credit union, insurance company or similar institution that is supervised and examined by a federal or state authority, (b) by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, as amended, or (c) by a mortgage broker or correspondent lender in a manner such that the related Mortgage Loan would be regarded for purposes of Section 3(a)(41) of the Securities Exchange Act of 1934, as amended, as having been originated by an entity described in clauses (a) or (b) above.
 
It is understood and agreed that the representations and warranties set forth in this Section 7 will inure to the benefit of the Purchaser, its successors and assigns, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination of any Mortgage File. Upon any substitution for a Mortgage Loan, the representations and warranties set forth above shall be deemed to be made by the Mortgage Loan Seller as to any Replacement Mortgage Loan as of the date of substitution.
 
Upon discovery or receipt of notice by 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 14 hereof.
 
Any cause of action against EMC or relating to or arising out of a breach by EMC of any representations and warranties made in this Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by EMC or notice thereof by the party discovering such breach and (ii) failure by EMC to cure such breach, purchase such Mortgage Loan or substitute a qualifying Replacement Mortgage Loan pursuant to the terms hereof.
 
SECTION 8.  Representations and Warranties Concerning EMC. As of the date hereof and as of the Closing Date, EMC represents and warrants to the Purchaser and Master Funding as to itself in the capacity indicated as follows:
 
(a)  EMC (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on EMC’s business as presently conducted or on EMC’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
 
(b)  EMC has full power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement or any other Transaction Document to which it is a party;
 
(c)  the execution and delivery by EMC of this Agreement and any other Transaction Document to which it is a party has been duly authorized by all necessary action on the part of EMC; and neither the execution and delivery of this Agreement or any other Transaction Document to which it is a party, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on EMC or its properties or the charter or by-laws of EMC, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on EMC’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
 
(d)  the execution, delivery and performance by EMC of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;
 
(e)  each of this Agreement and the other Transaction Document to which it is a party has been duly executed and delivered by EMC and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of EMC enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);
 
(f)  there are no actions, suits or proceedings pending or, to the knowledge of EMC, threatened against EMC, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party or (ii) with respect to any other matter which in the judgment of EMC could reasonably be expected to be determined adversely to EMC and will if determined adversely to EMC materially and adversely affect EMC’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party; and EMC is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and
 
(g)  EMC’s Information (as defined in Section 14(a) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
 
SECTION 9.  Representations and Warranties Concerning the Purchaser. As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Sellers as follows:
 
(a)  the Purchaser (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Purchaser’s business as presently conducted or on the Purchaser’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
 
(b)  the Purchaser has full power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement or any other Transaction Document to which it is a party;
 
(c)  the execution and delivery by the Purchaser of this Agreement or any other Transaction Document to which it is a party has been duly authorized by all necessary action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;
 
(d)  the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;
 
(e)  each of this Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Mortgage Loan 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 14(b) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
 
SECTION 10.  Representations and Warranties Concerning Master Funding. As of the date hereof and as of the Closing Date, Master Funding represents and warrants to EMC and the Purchaser as follows:
 
(a)  Master Funding (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on Master Funding’s business as presently conducted or on Master Funding’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;
 
(b)  Master Funding has full power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;
 
(c)  The execution and delivery by Master Funding of this Agreement has been duly authorized by all necessary action on the part of Master Funding; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on Master Funding or its properties or the written consent of the sole member or limited liability company agreement of Master Funding, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on Master Funding’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;
 
(d)  The execution, delivery and performance by Master Funding of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;
 
(e)  This Agreement has been duly executed and delivered by Master Funding and, assuming due authorization, execution and delivery by the Purchaser or the parties thereto, constitutes a valid and binding obligation of Master Funding enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and
 
(f)  There are no actions, suits or proceedings pending or, to the knowledge of Master Funding, threatened against Master Funding, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of Master Funding could reasonably be expected to be determined adversely to Master Funding and if determined adversely to Master Funding materially and adversely affect Master Funding’s ability to perform its obligations under this Agreement; and Master Funding is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.
 
SECTION 11.  Conditions to Closing.
 
(a)  The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
 
(1)  Each of the obligations of each Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the Transaction Documents; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the Mortgage Loan Sellers.
 
(2)  The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof:
 
(i)  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 each Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of such 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 such Mortgage Loan Seller;
 
(v)  One or more opinions of counsel from the Mortgage Loan Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency;
 
(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)  Each Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and their respective counsel may reasonably request.
 
(b)  The obligations of each Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
 
(1)  The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or any of the Transaction Documents, and each Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser.
 
(2)  Each Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than such 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 EMC, 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 each Mortgage Loan Seller, and attached thereto the written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, together with copies of the Purchaser’s certificate of formation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date;
 
(iv)  A certificate of an officer of Master Funding dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the written consent of the sole member, limited liability company agreement and certificate of good standing of Master Funding;
 
(v)  One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to each Mortgage Loan Seller and the Rating Agencies; and
 
(vi)  Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates.
 
SECTION 12.  Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from each Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Stearns in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.
 
SECTION 13.  Accountants’ Letters.
 
(a)  Deloitte & Touche LLP will review the characteristics of a sample of the Mortgage Loans described in the 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. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) will cooperate with the Purchaser in making available all information and taking all steps reasonably necessary to permit such accountants to complete the review and to deliver the letters required of them under the Underwriting Agreement. Deloitte & Touche LLP will also confirm certain calculations as set forth under the caption “Yield, Prepayment and Maturity Considerations” in the Prospectus Supplement.
 
(b)  To the extent statistical information with respect to EMC’s servicing portfolio is included in the Prospectus Supplement under the caption “Servicing of the Mortgage Loans—EMC—Delinquency and Foreclosure Experience of EMC,” a letter from the certified public accountant for EMC will be delivered to the Purchaser dated the date of the Prospectus Supplement, in the form previously agreed to by EMC and the Purchaser, with respect to such statistical information.
 
SECTION 14.  Indemnification.
 
(a)  EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall indemnify and hold harmless the Purchaser and its directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon any untrue statement of a material fact contained in the Mortgage Loan Sellers’ Information as identified in Exhibit 3, the omission to state in the Term Sheet Supplement, the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and in which additional Mortgage Loan Sellers’ Information is identified), in reliance upon and in conformity with Mortgage Loan Sellers’ Information a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading; and EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall reimburse the Purchaser and each other indemnified party for any legal and other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action.
 
The foregoing indemnity agreement is in addition to any liability which EMC or Master Funding otherwise may have to the Purchaser or any other such indemnified party.
 
(b)  The Purchaser shall indemnify and hold harmless each Mortgage Loan Seller and its respective directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon any untrue statement of a material fact contained in the Purchaser’s Information as identified in Exhibit 4, the omission to state in the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the Purchaser and in which additional Purchaser’s Information is identified), in reliance upon and in conformity with the Purchaser’s Information, a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading; and the Purchaser shall reimburse each Mortgage Loan Seller, and each other indemnified party for any legal and other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action. The foregoing indemnity agreement is in addition to any liability which the Purchaser otherwise may have to the Mortgage Loan Sellers, or any other such indemnified party.
 
(c)  Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 14 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent it may elect by written notice delivered to the indemnified party promptly (but, in any event, within 30 days) after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there is a conflict of interest between itself or themselves and the indemnifying party in the conduct of the defense of any claim or that the interests of the indemnified party or parties are not substantially co-extensive with those of the indemnifying party (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties (provided, however, that the indemnifying party shall be liable only for the fees and expenses of one counsel in addition to one local counsel in the jurisdiction involved. Anything in this subsection to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement or any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.
 
(d)  If the indemnification provided for in paragraphs (a) and (b) of this Section 14 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to in Section 14, then the indemnifying party shall in lieu of indemnifying the indemnified party contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative benefits received by the Mortgage Loan Sellers on the one hand and the Purchaser on the other from the purchase and sale of the Mortgage Loans, the offering of the Certificates and the other transactions contemplated hereunder. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation.
 
(e)  The parties hereto agree that reliance by an indemnified party on any publicly available information or any information or directions furnished by an indemnifying party shall not constitute negligence, bad faith or willful misconduct by such indemnified party.
 
SECTION 15.  Notices. All demands, notices and communications hereunder shall be in writing but may be delivered by facsimile transmission subsequently confirmed in writing. Notices to EMC shall be directed to EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067, (Telecopy: ((469)759-4714), Attention: President or General Counsel; notices to Master Funding shall be directed to Master Funding LLC, 2780 Lake Vista Drive, Lewisville, Texas 75067 (Facsimile: (972-444-2880) Attention: Mark Novachek; 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 16.  Transfer of Mortgage Loans. The Purchaser retains the right to assign the Mortgage Loans and any or all of its interest under this Agreement to the Trustee without the consent of the Mortgage Loan Sellers, and, upon such assignment, the Trustee shall succeed to the applicable rights and obligations of the Purchaser hereunder; provided, however, the Purchaser shall remain entitled to the benefits set forth in Sections 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 Sellers shall be the cure, purchase or substitution obligations of EMC contained in Sections 5 and 7 hereof.
 
SECTION 17.  Termination. This Agreement may be terminated (a) by the mutual consent of the parties hereto prior to the Closing Date, (b) by the Purchaser, if the conditions to the Purchaser’s obligation to close set forth under Section 11(a) hereof are not fulfilled as and when required to be fulfilled or (c) by any Mortgage Loan Seller, if the conditions to the Mortgage Loan Sellers’ obligation to close set forth under Section 11(b) hereof are not fulfilled as and when required to be fulfilled. In the event of termination pursuant to clause (b), EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay, and in the event of termination pursuant to clause (c), the Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the other in connection with the transactions contemplated by this Agreement. In the event of a termination pursuant to clause (a), each party shall be responsible for its own expenses.
 
SECTION 18.  Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Mortgage Loan Sellers submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser to the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser, EMC’s representations and warranties contained herein with respect to the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually delivered to the Purchaser and included in the 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 19.  Severability. If any provision of this Agreement shall be prohibited or invalid under applicable law, this Agreement shall be ineffective only to such extent, without invalidating the remainder of this Agreement.
 
SECTION 20.  Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but which together shall constitute one and the same agreement.
 
SECTION 21.  Amendment. This Agreement cannot be amended or modified in any manner without the prior written consent of each party.
 
SECTION 22.  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
 
SECTION 23.  Further Assurances. Each of the parties agrees to execute and deliver such instruments and take such actions as another party may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement including any amendments hereto which may be required by either Rating Agency.
 
SECTION 24.  Successors and Assigns.
 
(a)  This Agreement shall bind and inure to the benefit of and be enforceable by each of the Mortgage Loan Sellers and the Purchaser and their permitted successors and assigns and, to the extent specified in Section 14 hereof, Bear Stearns, and their directors, officers and controlling persons (within the meaning of federal securities laws). The Mortgage Loan Sellers acknowledge and agree that the Purchaser may assign its rights under this Agreement (including, without limitation, with respect to the EMC’s representations and warranties respecting the Mortgage Loans) to the Trustee. Any person into which any Mortgage Loan Seller may be merged or consolidated (or any person resulting from any merger or consolidation involving such Mortgage Loan Seller), any person resulting from a change in form of such Mortgage Loan Seller or any person succeeding to the business of such Mortgage Loan Seller, shall be considered the “successor” of such Mortgage Loan Seller hereunder and shall be considered a party hereto without the execution or filing of any paper or any further act or consent on the part of any party hereto. Except as provided in the two preceding sentences, this Agreement cannot be assigned, pledged or hypothecated by either party hereto without the written consent of the other parties to this Agreement and any such assignment or purported assignment shall be deemed null and void.
 
SECTION 25.  The Mortgage Loan Sellers. EMC will keep in full force and effect its existence, all rights and franchises as a corporation under the laws of the State of its incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement. Master Funding will keep in full force and effect its existence, all rights and franchises as a limited liability company under the laws of the State of its formation and will obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement.
 
SECTION 26.  Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.
 
SECTION 27.  No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto.
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 







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:
Joseph T. Jurkowski, Jr.
             
Title:
Vice President

 
             
MASTER FUNDING LLC
                           
                           
             
By:
 
             
Name:
Joseph T. Jurkowski, Jr.
             
Title:
Vice President

 

 




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 2007-AC1,” or to blank and showing to the extent available to the Mortgage Loan Sellers an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee;
 
(ii)  the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or, for Mortgage Loans other than the EMC Flow Loans, if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form);
 
(iii)  unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to the Trustee of the Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National Association”, as Trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC Asset-Backed Certificates, Series 2007-AC1,” which shall have been recorded (or if clause (x) in the proviso below applies, shall be in recordable form);
 
(iv)  an original or a copy of all intervening assignments of the Mortgage, if any, to the extent available to the Mortgage Loan Sellers, with evidence of recording thereon;
 
(v)  the original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance, if available, or a copy thereof, or, in the event that such original title insurance policy is unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related Mortgaged Property and
 
(vi)  originals or copies of all available assumption, modification or substitution agreements, if any;
 
provided, however, that in lieu of the foregoing, the related Mortgage Loan Seller may deliver the following documents, under the circumstances set forth below: (x) if any Mortgage, assignment thereof to the Trustee or intervening assignments thereof have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Purchaser may deliver a true copy thereof with a certification by the related Mortgage Loan Seller or the title company issuing the commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording”; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans identified in the list set forth in Exhibit I to the Pooling and Servicing Agreement, the Purchaser may deliver a lost note affidavit and indemnity and a copy of the original note, if available; and provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Purchaser, in lieu of delivering the above documents, may deliver to the Trustee and its Custodian a certification of a Servicing Officer to such effect and in such case shall deposit all amounts paid in respect of such Mortgage Loans, in the Master Servicer Collection Account or in the Distribution Account on the Closing Date. In the case of the documents referred to in clause (x) above, the Purchaser shall deliver such documents to the Trustee or its Custodian promptly after they are received. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall cause, at its expense, the Mortgage and intervening assignments, if any, and to the extent required in accordance with the foregoing, the assignment of the Mortgage to the Trustee to be submitted for recording promptly after the Closing Date; provided that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) need not cause to be recorded any assignment (a) in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel addressed to the Trustee delivered by such 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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and its successors and assigns. In the event that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding), the Purchaser or the Master Servicer gives written notice to the Trustee that a court has recharacterized the sale of the Mortgage Loans as a financing, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall submit or cause to be submitted for recording as specified above or, should EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) fail to perform such obligations, the Master Servicer shall cause each such previously unrecorded assignment to be submitted for recording as specified above at the expense of the Trust. In the event a Mortgage File is released to 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 Sellers’ Information.
 

 





EXHIBIT 5
SCHEDULE OF LOST NOTES
 
Available Upon Request






EXHIBIT 6
 
REVISED October 20, 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. Effective October 1, 2002 - March 6, 2003
High Cost Home Loan
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
Indiana
Indiana Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq.
Effective January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005.
High Cost Home Loans
Kansas
Consumer Credit Code, Kan. Stat. 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.
Effective March 22, 2001 and amended from time to time
High Cost Home Loan
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
Rhode Island
Rhode Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.
Effective December 31, 2006.
High Cost Home Loan
South Carolina
South Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.
Effective for loans taken on or after January 1, 2004
High Cost Home Loan
Tennessee
Tennessee Home Loan Protection Act, Tenn. Code Ann. §§ 45-20-101 et seq.
Effective January 1, 2007.
High Cost Home Loan
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
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
 
Aa1
 
AAA
A-3
 
Aaa
 
AAA
X
 
Aaa
 
AAA
M-1
 
Aa2
 
AA
M-2
 
Aa3
 
AA-
M-3
 
A1
 
A+
M-4
 
A2
 
A
B-1
 
A3
 
A-
B-2
 
Baa1
 
BBB+
B-3
 
Baa2
 
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-4
 
Ba2
 
BB
C
 
Not Rated
 
Not Rated
P
 
Not Rated
 
Not Rated
R-1
 
Not Rated
 
Not Rated
R-2
 
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

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
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
 
Obtain required financial information or effecting incorporation by reference
         
X
 
Item 1115(b) - Derivative Counterparty Financial Information*
             
Determining current maximum probable exposure
         
X
 
Determining current significance percentage
   
X
       
Notify derivative counterparty of significance percentage and request required financial information
   
X
       
Obtain required financial information or effecting incorporation by reference
         
X
 
*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.
             
8
Other Information
             
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
 
Obtain required financial information or effecting incorporation by reference
         
X
 
Item 1115(b) - Derivative Counterparty Financial Information
             
Determining current maximum probable exposure
         
X
 
   
Determining current significance percentage
   
X
       
Notify derivative counterparty of significance percentage and request required financial information
   
X
       
Obtain required financial information or effecting incorporation by reference
         
X
 
Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities:
             
Sponsor (Seller)
           
X
Depositor
         
X
 
Trustee
             
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 2007-AC1-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 January 1, 2007, among EMC Mortgage Corporation, as Master Servicer, Seller and Company, Wells Fargo Bank, National Association, as Securities Administrator and U.S. Bank National Association as Trustee. The Undersigned hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form [ ].
 
Description of Additional Form [ ] Disclosure:
 

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

 
Any inquiries related to this notification should be directed to [ ], phone number: [ ]; email address: [ ].
 
[NAME OF PARTY]
 
as [role]
 

 
By: __________________
Name:
Title:
 
 


EXHIBIT Q-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)




TABLE OF CONTENTS

ARTICLE I

Section 1.01
Defined Terms
   
ARTICLE II
 
   
Section 2.01
Agreement to Purchase
Section 2.02
Purchase Price
Section 2.03
Servicing of Mortgage Loans
Section 2.04
Record Title and Possession of Mortgage Files; Maintenance of Servicing Files
Section 2.05
Books and Records
Section 2.06
Transfer of Mortgage Loans
Section 2.07
Delivery of Mortgage Loan Documents
Section 2.08
Quality Control Procedures
Section 2.09
Near-term Principal Prepayments; Near Term Payment Defaults
Section 2.10
Modification of Obligations
   
ARTICLE III
   
Section 3.01
Representations and Warranties of the Company
Section 3.02
Representations and Warranties as to Individual Mortgage Loans
Section 3.03
Repurchase …………………………………………….
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
Section 10.03
Survival
   
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 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& amp; #160;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)

(cc) (INTENTIONALLY LEFT BLANK)

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(ee) (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.
 
 
 
 

 
[NAME OF COMPANY] [NAME OF SUBSERVICER]
 
Date: _________________________
 
By: _________________________
Name:
Title:




EXHIBIT P

REPORTING DATA FOR REALIZED LOSSES AND GAINS
 
Exhibit : 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 ( ).



Exhibit 3A: 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 (see page 2)
________________
(5)
(6)
Property Maintenance
________________
(6)
(7)
MI/Hazard Insurance Premiums (see page 2)
________________
(7)
(8)
Utility Expenses
________________
(8)
(9)
Appraisal/BPO
________________
(9)
(10)
Property Inspections
________________
(10)
(11)
FC Costs/Other Legal Expenses
________________
(11)
(12)
Other (itemize)
$________________
(12)
Cash for Keys__________________________
 
________________
 
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 / Gov’t Insurance
________________
(18a)
 
HUD Part A
   
 
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
 
GREENPOINT SERVICING AGREEMENT
 
 

EMC MORTGAGE CORPORATION
Purchaser,

GREENPOINT MORTGAGE FUNDING, INC.
Company,

PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2003





(Fixed and Adjustable Rate Mortgage Loans)




TABLE OF CONTENTS


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

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


 
This is a Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003 and is executed between EMC MORTGAGE CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the "Purchaser"), and GREENPOINT MORTGAGE FUNDING, INC., with offices located at 100 Wood Hollow Drive, Novato, California 94945 (the "Company").

W I T N E& amp; #160;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 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.

Company: GreenPoint Mortgage Funding, Inc., its successors in interest and assigns, as permitted by this Agreement.

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

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

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

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

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

Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the Company (by an appraiser who met the requirements of the Company and 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 "GreenPoint Mortgage Funding, Inc., in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
 
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns, as custodian for the Purchaser.

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

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

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

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

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

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

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

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

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

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

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 Program Code: With respect to each Mortgage Loan, a code designating the loan program pursuant to which a Mortgage Loan was underwritten in accordance with the Company’s underwriting guidelines.

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

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

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

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

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

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

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

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

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

Mortgage Loan Documents: The documents listed in Exhibit A.

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

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

(1) the Company's Mortgage Loan identifying number;

(2) the Mortgagor's first and last name;

(3)  the street address of the Mortgaged Property including the city, state and zip code;

(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;

(5) the type of residential property constituting the Mortgaged Property;

(6) the original months to maturity of the Mortgage Loan;

(7) the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule;

(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;

(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the Lifetime Rate Cap;

(10) the Origination Date of the Mortgage Loan;

(11) the stated maturity date;

(12) the amount of the Monthly Payment at origination;

(13) the amount of the Monthly Payment as of the related Cut-off Date;

(14) the original principal amount of the Mortgage Loan;

(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date, after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;

(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out refinance);

(17) a code indicating the documentation style (i.e. full, alternative, etc.);

(18) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment has been received after the month of its scheduled due date (if requested in writing by the Purchaser);

(19) the date on which the first payment is or was due;

(20) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the name of the related insurance carrier;

(21)  a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;

(22)  the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage Loan.

(23)  product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);

(24) credit score and/or mortgage score, if applicable;

(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy and the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;

(26) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;

(27) the Loan Program Code; and

(28) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable.

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

(1) the number of Mortgage Loans;

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

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

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

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

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

Mortgagor: The obligor on a Mortgage Note.

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

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

Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
 
Purchase Price: As defined in Section 2.02.

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

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

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

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

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

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

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

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

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

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

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

Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Company specifies the Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request, provides documentation supporting such expense (which documentation would be acceptable to 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 cost to Company or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be required by any applicable regulator.

Section 2.06. Transfer of Mortgage Loans.

The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall 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) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3) Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto, together with all other documents executed in connection with the Mortgage Loan that Company may have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon receipt thereof and in any case not later than 120 days from the related Closing Date, deliver such original documents, including original recorded documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 120 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, Company shall deliver such document to Purchaser, or its designee, within such time period as specified in a Company's Officer's Certificate. In the event that documents have not been received by the date specified in the Company's Officer's Certificate, a subsequent Company's Officer's Certificate shall be delivered by such date specified in the prior Company's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. If delivery is not completed within 180 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Company shall continue to use its best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not delivered by the 270th day from the date of the related Closing Date, the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof.

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

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

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

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

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

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

Section 2.08 Quality Control Procedures.

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

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

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

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


Section 2.10  Modification of Obligations. 

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

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

Section 3.01 Representations and Warranties of the Company.

The Company represents, warrants and covenants to the Purchaser that, as of the related Closing Date or as of such date specifically provided herein:

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

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

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

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

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

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

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

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

(j) Company is an approved seller/servicer of residential mortgage loans for 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;

Section 3.02 Representations and Warranties as to Individual Mortgage Loans.

References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated Principal Balances of the Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence). The Company hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:

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

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

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

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

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

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

(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by a Qualified Insurer, against loss by fire, hazards of extended coverage and such other hazards as are provided for in the 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. Neither the Company (nor any prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has impaired or would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either;

(h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loan have been complied with in all material respects. None of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994, as amended or (b) classified and/or defined as a “high cost”, "covered", or “predatory” loan under any other state, federal or local law or regulation or ordinance, including, but not limited to, the States of Georgia and North Carolina and the City of New York. The Company maintains, and shall maintain, evidence of such compliance as required by applicable law or regulation and shall make such evidence available for inspection at the Company's office during normal business hours upon reasonable advance notice;

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

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

(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms acceptable to 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, 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 interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

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

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

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

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

(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred and sixty (360) day year. The Mortgage Loans have an original term to maturity of not more than thirty (30) years, with interest payable in arrears on the first day of each month. As to each adjustable rate Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each applicable Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term of each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. None of the Mortgage Loans are “interest-only” Mortgage Loans or “negative amortization” Mortgage Loans. With respect to each adjustable rate Mortgage Loan, each 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;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 3.03 Repurchase; Substitution.

It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The Company shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or cured within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent and at Purchaser’s sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the amount of the Repurchase Price.

If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the Purchaser's prior consent and at Purchaser’s sole option, within ninety (90) days from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date

The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

For any month in which the Company is permitted to substitute one or more substitute Mortgage Loans, the Company will determine the amount (if any) by which the aggregate Stated Principal Balance (after application of the principal portion of all scheduled payments due in the month of substitution) of all the substitute Mortgage Loans in the month of substitution is less then the aggregate Stated Principal Balance (after application of the principal portion of the scheduled payment due in the month of substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such deficiencies described in the preceding sentence for any Remittance Date shall be deposited into the Custodial Account by the Company on the related Determination Date in the month following the calendar month during which the substitution occurred.

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

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

In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection 3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.

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

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

(b)  The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and the related Term Sheet;

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

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

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

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

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

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

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

ARTICLE IV

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01 Company to Act as Servicer.

The Company, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the 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 runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required.

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

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

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

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

The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or 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.

Section 4.02 Collection of Mortgage Loan Payments.

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

In no event will the Company waive its right to any prepayment penalty or premium without the prior written consent of Purchaser and Company will use diligent efforts to collect same when due except as otherwise provided in the prepayment penalty provisions provided in the Mortgage Loan Documents.

Section 4.03 Realization Upon Defaulted Mortgage

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

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

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

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

The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds shall be deposited in the Custodial Account within 24 hours of receipt, and shall at all times be insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for the benefit of the Purchaser. Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.

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

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

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

(iii)  all Liquidation Proceeds;

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

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

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

(vii)  any Monthly Advances;

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

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

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

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


Section 4.05 Permitted Withdrawals From the Custodial Account.

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

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

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

(iii)  to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or REO administration fees described in Section 4.13), the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant provisions of the 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;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of PrimaryMortgage InsurancePolicies; 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 a Qualified Insurer insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall conclusively be deemed to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such policy may contain a deductible clause, in which case the Company shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered by such policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser.

Section 4.12 Fidelity Bond, Errors and Omissions Insurance.

The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the corresponding amounts required by 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. No Servicing Fee shall be assessed or otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.

The Company shall, either itself or through an agent selected by the Company, and in accordance with the 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.

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. Company shall provide monthly reports to Purchaser in reference to the status of the marketing of the REO Properties.

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

Section 4.14 Notification of Maturity Date.

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

ARTICLE V

PAYMENTS TO THE PURCHASER

Section 5.01 Distributions.

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

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

Section 5.02 Statements to the Purchaser.

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

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

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

(iii) the amount of servicing compensation received by the Company during the prior distribution period;

(iv) the aggregate Stated Principal Balance of the Mortgage Loans;

(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;

(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and

The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E hereto, with each such Report.

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

In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal income tax law as to the aggregate of remittances for the applicable portion of such year.
 
Section 5.03 Monthly Advances by the Company.

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

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

Section 5.04 Liquidation Reports.

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

Section 5.05 Prepayment Interest Shortfalls.

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

GENERAL SERVICING PROCEDURES

Section 6.01 Assumption Agreements.

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

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

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

Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.

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

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

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

Section 6.03 Servicing Compensation.

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

Section 6.04 Annual Statement as to Compliance.

The Company will deliver to the Purchaser not later than 90 days following the end of each fiscal year of the Company beginning in March 2004, an Officers' Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status of cure provisions thereof. Copies of such statement shall be provided by the Company to the Purchaser upon request.

Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.

Within ninety (90) days of Company's fiscal year end beginning in March 2004, the Company at its expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Purchaser to the effect that such firm has examined certain documents and records relating to the Company's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in the uniform single audit program for mortgage bankers, such firm is of the opinion that the Company's servicing has been conducted in compliance with the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. Copies of such statement shall be provided by the Company to the Purchaser. In addition, on an annual basis, Company shall provided Purchaser with copies of its audited financial statements.

Section 6.06 Purchaser's Right to Examine Company Records.

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

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

ARTICLE VII

REPORTS TO BE PREPARED BY SERVICER

Section 7.01 Company Shall Provide Information as Reasonably Required.

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

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

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


ARTICLE VIII

THE SERVICER

Section 8.01 Indemnification; Third Party Claims.

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

Section 8.02 Merger or Consolidation of the Company.

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

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

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.

Section 10.02 Termination Without Cause.

The Purchaser may, at its sole option, terminate any rights the Company may have hereunder, without cause, upon no less than 90 days written notice. Any such notice of termination shall be in writing and delivered to the Company as provided in Section 11.05 of this Agreement.
 
ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Successor to the Company.

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

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

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

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

Section 11.02 Amendment.

This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company and the Purchaser.
 
Section 11.03 Recordation of Agreement.

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

Section 11.04 Governing Law.

This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New York except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 11.05 Notices.

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

(i)            if to the Company:
 
GreenPoint Mortgage Funding, Inc.
100 Wood Hollow Drive
Novato, California 94945
Attention: Susan Davia
Telecopier No: (415) 878-4369

(ii)           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

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

Section 11.06 Severability of Provisions.

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

Section 11.07 Exhibits.

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

Section 11.08 General Interpretive Principles.

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

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

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

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

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

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

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

Section 11.09 Reproduction of Documents.

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

Section 11.10 Confidentiality of Information.

Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement, provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such information in order to effectuate the transaction, provided further that such information is identified as confidential non-public information. In addition, confidential information may be provided to a regulatory authority with supervisory power over Purchaser, provided such information is identified as confidential non-public information.

Notwithstanding other provisions of this Section 16.14 or any other express or implied agreement, arrangement, or understanding to the contrary, the Company and Purchaser (the “Parties”) agree that the Parties (and their employees, representatives and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the purported or claimed U.S. federal income tax treatment of the purchase of the Mortgage Loans and related transactions covered by this letter agreement (“tax treatment”) and any fact that may be relevant to understanding the tax treatment (“tax structure”) and all materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such tax treatment and tax structure, except where confidentiality is reasonably necessary to comply with securities laws.

Section 11.11 Recordation of Assignments of Mortgage.

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

Section 11.12 Assignment.

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

Section 11.13 No Partnership.

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

Section 11.14 Execution: Successors and Assigns.

This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. Subject to this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their respective successors and assigns.

Section 11.15 Entire Agreement.

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

Section 11.16. No Solicitation.

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

Section 11.17. Closing.

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

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

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

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

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

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

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

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

Section 11.18. Cooperation of Company with a Reconstitution.

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

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

(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a "Pass-Through Transfer").

The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser’s request, a seller's warranties and servicing agreement or a participation and servicing agreement or similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain any greater obligations on the part of Company than are contained in this Agreement.

With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such Reconstitution (each, a "Reconstitution Date"); and (4) to provide customary indemnification to the Purchaser and/or its affiliates for any losses, claims, damages, and liabilities arising out of or based upon information the Company provided or caused to be provided in connection with a Pass-Through Transfer. In that connection, the Company shall provide to such servicer or issuer, as the case may be, and any other participants in such Reconstitution: (i) any and all information (including servicing portfolio information) and appropriate verification of information (including servicing portfolio information) which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other participant. In connection with each Pass-Through Transfer, the Company agrees to provide reasonable and customary indemnification to the Purchaser and its affilates for disclosure contained in any offering document relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the Mortgage Loans. The Purchaser shall be responsible for the costs relating to the delivery of such information.
 
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.

Section 11.19. Reporting with Respect to a Reconstitution.

The Company agrees that with respect to any Mortgage Loan sold or transferred pursuant to a Reconstitution as described in Section 11.18 of this Agreement (a “Reconstituted Mortgage Loan”), the Company, at its expense, shall provide the Purchaser with the information set forth in Exhibit J attached hereto for each Reconstituted Mortgage Loan in such electronic format as may be mutually agreed upon by both Purchaser and Company.
 

 


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





EXHIBIT A
CONTENTS OF MORTGAGE FILE

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

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

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

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

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

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

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

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

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

9. reserved.

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

11. Residential loan application.

12. Uniform underwriter and transmittal summary (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

______________, 2003

To: [_______________________]
(the "Depository")

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

[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
 
 

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

[___________________________]
By:____________________________
Name:__________________________
Title:_________________________



EXHIBIT C

ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2003

To: [_______________________]
(the "Depository")

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

[_____________________]

By:____________________________
Name:__________________________
Title:_________________________


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

[______________________]

By:______________________________
Name:____________________________
Title:___________________________




EXHIBIT D

FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

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

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

Purchase, Assignment and Assumption

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

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

Representations, Warranties and Covenants

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

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

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

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

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

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

(h)  Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.
 
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
 
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;

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

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

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

(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”]

(e) Section ____ Annual Statement as to Compliance.

The Company will deliver to the Master Servicer on or before March 15 of each year, beginning with March 15, 200__, an Officers' Certificate stating 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, (ii) the Company has fully complied with the provisions of this Agreement and (iii) 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 officer and the nature and status thereof.

(f) Section ____ Annual Certification.

(a) The Company will deliver to the Master Servicer, on or before March 15 of each year beginning March 15, 200__ a certification in the form attached hereto as Exhibit __ with respect to the servicing reports delivered by the Company pursuant to this Agreement, the Company’s compliance with the servicing obligations set forth in this Agreement and any other information within the control of the Company. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer, Trustee or Depositor, as applicable, to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended.




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

FORM OF TRIAL BALANCE




EXHIBIT G

REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

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


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

(Check one of the items below)

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

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

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

_____ Other (explain)

_______________________________________________________
_______________________________________________________

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

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

Dated:_________________

By:________________________________
Signature
___________________________________
Title

Send documents to: _____________________________________________
_____________________________________________
_____________________________________________

Acknowledgement:

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


Dated:________________

By:________________________________
Signature

_______________________________
Title





EXHIBIT H

COMPANY’S UNDERWRITING GUIDELINES




EXHIBIT I


TERM SHEET

This TERM SHEET (the "Term Sheet") dated [______], between Greenpoint Mortgage Funding, Inc., a New York corporation, located at 100 Wood Hollow Drive, Novato, California 94945 (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 September 1, 2003, 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:  

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.
 
 
     
  GREENPOINT MORTGAGE FUNDING, INC.
 
 
 
 
 
 
 
 
  By:    
 
Name:  
 
  Title:  
 
   
 
     
 
EMC MORTGAGE CORPORATION
 
 
 
 
 
 
 
 
  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 (if available)
(d)
Scheduled Balance (scheduled end of month balance reporting to Master Servicer/Trustee)
(e)
Actual Balance (actual end of month balance received from Mortgagor)
(f)
Gross Rate (current gross rate)
(g)
Net Rate (current passthrough)
(h)
Last Payment Date (LPI_DATE in Fannie's Laser Reporting)
(i)
Delinquency Month (if available)
(j)
Default Flag, i.e. FC, REO, etc. (if available)
(k)
Pay-In-Full Date (Mortgage Loan paid off by Mortgagor)
(l)
Foreclosure start date
(m)
Foreclosure end date
(n)
REO Property date
(o)
With respect to Liquidated Mortgage Loans:
 
(i) amount of loss or gain (as applicable)
 
(ii) the date of the loss or gain.
 
(iii) the liquidation reason (paid in full or repurchased out of deal)
(p)
Fannie's Laser Reporting
 
(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 Q-3

WELLS FARGO SERVICING AGREEMENT


 

EMC MORTGAGE CORPORATION

Purchaser

and

WELLS FARGO BANK, N.A.

Company




 



AMENDED AND RESTATED MASTER
SELLER'S WARRANTIES AND SERVICING AGREEMENT

Dated as of November 1, 2005
 
 

 

Fixed Rate and Adjustable Rate Mortgage Loans


 


TABLE OF CONTENTS


ARTICLE I
 
DEFINITIONS
 
ARTICLE II
 
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS
 
ARTICLE III
 
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH
 
ARTICLE IV
 
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
 
ARTICLE V
 
PAYMENTS TO PURCHASER
 
ARTICLE VI
 
GENERAL SERVICING PROCEDURES
 
ARTICLE VII
 
COMPANY TO COOPERATE
 
ARTICLE VIII
 
THE COMPANY
 
ARTICLE IX
 
SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS
 
ARTICLE X
 
DEFAULT
 
ARTICLE XI
 
TERMINATION
 
ARTICLE XII
 
MISCELLANEOUS PROVISIONS

 

Exhibit A
Form of Assignment and Conveyance Agreement
Exhibit B
Custodial Agreement
Exhibit C
Contents of Each Retained Mortgage File, Servicing File and Custodial Mortgage File
Exhibit D
Servicing Criteria
Exhibit E
Form of Sarbanes Certification
Exhibit F
Form of Sarbanes-Oxley Back-Up Certification
Exhibit G
Form of Assignment, Assumption and Recognition Agreement
Exhibit H
Electronic Data File
 
 


 
This is an Amended and Restated Master Seller's Warranties and Servicing Agreement for residential first mortgage loans, dated and effective as of November 1, 2005, and is executed between EMC Mortgage Corporation, as purchaser (the "Purchaser"), and Wells Fargo Bank, N.A., as seller and servicer (the "Company").


W I T N E&am p;#1 60;S S E T H


WHEREAS, the Purchaser has agreed to purchase from the Company and the Company has agreed to sell to the Purchaser from time to time (each a “Transaction”) certain residential Mortgage Loans which shall be delivered as whole loans (each a “Loan Package”) on various dates (each a “Closing Date”) as provided for in certain Assignment and Conveyance Agreements by and between the Purchaser and the Company as executed from time to time; and
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 related Mortgage Loan Schedule; and

WHEREAS, the Purchaser and the Company wish to prescribe the manner of purchase of the Mortgage Loans and the conveyance, 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

Whenever used herein, the following words and phrases, unless the content otherwise requires, shall have the following meanings:

Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.

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 and Mortgage.

Agency/Agencies: Fannie Mae, Freddie Mac or GNMA, or any of them as applicable.

Agency Transfer: Any sale or transfer of some or all of the Mortgage Loans by the Purchaser to an Agency which sale or transfer is not a Securitization Transaction or Whole Loan Transfer.

Agreement: This Amended and Restated Master Seller's Warranties and Servicing Agreement and all amendments hereof and supplements hereto.

ALTA: The American Land Title Association or any successor thereto.

Appraised Value: With respect to any Mortgage Loan, the lesser of (i) the value set forth on the appraisal made in connection with the origination of the related Mortgage Loan as the value of the related Mortgaged Property, or (ii) the purchase price paid for the Mortgaged Property, provided, however, in the case of a refinanced Mortgage Loan, such value shall be based solely on the appraisal made in connection with the origination of such Mortgage Loan.

Assignment and Conveyance Agreement: With respect to each Transaction, the agreement between the Purchaser and the Company conveying to the Purchaser all the right, title and interest of the Company in and to the related Mortgage Loans listed on the related Mortgage Loan Schedule, a form of which is attached hereto as Exhibit A.

Assignment of Mortgage: An 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 the sale of the Mortgage to the Purchaser or if the related Mortgage has been recorded in the name of MERS or its designee, such actions as are necessary to cause the Purchaser to be shown as the owner of the related Mortgage on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS, including assignment of the MIN Number which will appear either on the Mortgage or the Assignment of Mortgage to MERS.

Assignment of Mortgage Note and Pledge Agreement: With respect to a Cooperative Loan, an assignment of the Mortgage Note and Pledge Agreement.

Assignment of Proprietary Lease: With respect to a Cooperative Loan, an assignment of the Proprietary Lease sufficient under the laws of the jurisdiction wherein the related Cooperative Apartment is located to effect the assignment of such Proprietary Lease.

Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in the states where the parties are located or are authorized or obligated by law or executive order to be closed.

Buydown Agreement: An agreement between the Company 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 the 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 funds 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: The date or dates, set forth in the related Commitment Letter, on which from time to time the Purchaser shall purchase and the Company shall sell the Mortgage Loans listed on the related Mortgage Loan Schedule for each Transaction.

Code: The Internal Revenue Code of 1986, as it may be amended from time to time or any successor statute thereto, and applicable U.S. Department of the Treasury regulations issued pursuant thereto.

Commission: The United States Securities and Exchange Commission.

Commitment Letter: The commitment letter executed in relation to each Transaction that sets forth, among other things, the Purchase Price for the related Mortgage Loans.

Company: Wells Fargo Bank, N.A., or its successor in interest or assigns, or any successor to the Company under this Agreement appointed as herein provided.

Company Information: As defined in Section 9.01(f)(i)(A).

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.

Cooperative: The entity that holds title (fee or an acceptable leasehold estate) to all of the real property that the Project comprises, including the land, separate dwelling units and all common areas.
 
Cooperative Apartment: The specific dwelling unit relating to a Cooperative Loan.
 
Cooperative Lien Search: A search for (a) federal tax liens, mechanics’ liens, lis pendens, judgments of record or otherwise against (i) the Cooperative, (ii) the seller of the Cooperative Apartment and (iii) the Company if the Cooperative Loan is a refinanced Mortgage Loan, (b) filings of financing statements and (c) the deed of the Project into the Cooperative.
 
Cooperative Loan: A Mortgage Loan that is secured by Cooperative Shares and a Proprietary Lease granting exclusive rights to occupy the related Cooperative Apartment.

Cooperative Shares: The shares of stock issued by a Cooperative, owned by the Mortgagor, and allocated to a Cooperative Apartment.

Covered Loan: A Mortgage Loan categorized as “Covered” pursuant to the Standard & Poor’s Glossary for File Format for LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect on each related Closing Date.
 
Custodial Account: The separate account or accounts created and maintained pursuant to Section 4.04.

Custodial Agreement: The agreement governing the retention of the originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other Mortgage Loan Documents, a form of which is annexed hereto as Exhibit B.

Custodial Mortgage File: The items referred to as items (1), (2), (4), (5) and (10) in Exhibit C annexed hereto to be delivered by the Company to the Custodian on the related Closing Date with respect to a particular Mortgage Loan, and any additional documents required to be added to the Custodial Mortgage File and delivered to the custodian pursuant to this Agreement.

Custodian: The custodian under the Custodial Agreement, or its successor in interest or assigns, or any successor to the Custodian under the Custodial Agreement as provided therein.

Cut-off Date: With respect to each Transaction, the first day of the month in which the related Closing Date occurs.

Deleted Mortgage Loan: A Mortgage Loan which is repurchased by the Company in accordance with the terms of this Agreement and which is, in the case of a substitution pursuant to Section 3.03, replaced or to be replaced with a Qualified Substitute Mortgage Loan.

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

Determination Date: The Business Day immediately preceding the related Remittance Date.

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

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

Electronic Data File: The final electronic file of the Mortgage Loans, in relation to each Transaction, provided by Company to the Purchaser on or before the related Closing Date.

Errors and Omissions Insurance Policy: An errors and omissions insurance policy to be maintained by the Company pursuant to Section 4.12.

Escrow Account: The separate account or accounts created and maintained pursuant to Section 4.06.

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 related document.

Event of Default: Any one of the conditions or circumstances enumerated in Section 10.01.

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

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

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

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

Freddie Mac: The Federal Home Loan Mortgage Corporation or any successor thereto.

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

High Cost Loan: A Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994, (b) a “high cost home,” “threshold,” “covered,” “high risk home,” “predatory” or similar loan under any other applicable state, federal or local law or (c) a Mortgage Loan categorized as “High Cost” pursuant to the Standard & Poor’s Glossary for File Format for LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect on each related Closing Date.
 
Home Loan: A Mortgage Loan categorized as “Home Loan” pursuant to the Standard & Poor’s Glossary for File Format for LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect on each related Closing Date.

Incremental Interest: As to any Incremental Rate Mortgage Loan, the amount of interest accrued on such Mortgage Loan attributable to the Incremental Rate; provided, however, that with respect to any payment of interest received in respect of such a Mortgage Loan (whether paid by the Mortgagor or received as Liquidation Proceeds or otherwise) which is less than the full amount of interest then due with respect to such Mortgage Loan, only that portion of such payment of interest that bears the same relationship to the total amount of such payment of interest as the Incremental Rate, if any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate shall be allocated to the Incremental Interest with respect thereto.

Incremental Rate: For an Incremental Rate Mortgage Loan, the per annum increase to the initial Mortgage Interest Rate set forth in the addendum to the related Mortgage Note, which increase takes effect upon the occurrence of certain specified conditions prior to the first Adjustment Date and remains in effect until the first Adjustment Date.

Incremental Rate Mortgage Loan: A Mortgage Loan for which the related Mortgage Note includes an addendum that allows for an increase to the initial Mortgage Interest Rate upon the occurrence of certain specified conditions.

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 thereon.

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 for which an interest-only payment feature is allowed during the interest-only period set forth in the related Mortgage Note.

Lender Paid Mortgage Insurance Policy or LPMI Policy: A PMI Policy for which the Company pays all premiums from its own funds, without reimbursement therefor.

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, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan.

Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original loan amount of the Mortgage Loan at its origination (unless otherwise indicated) to the Appraised Value of the Mortgaged Property.

MERS: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto.

MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System

MERS System: The system of recording transfers of mortgages electronically maintained by MERS.

MIN: Mortgage Identification Number used to identify mortgage loans registered under MERS.

Monthly Advance: The portion of each Monthly Payment that is delinquent with respect to each Mortgage Loan at the close of business on the Determination Date, required to be advanced by the Company pursuant to Section 5.03 on the Business Day immediately preceding the Remittance Date of the related month.

Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan or in the case of an Interest Only Mortgage Loan, payments of (i) interest, or (ii) principal and interest, if applicable, on a Mortgage Loan.

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 or the Pledge Agreement securing the Mortgage Note for a Cooperative Loan.

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

Mortgage Interest Rate: The annual rate of interest borne on a Mortgage Note in accordance with the provisions of the 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, which Mortgage Loan includes without limitation the Retained Mortgage File, the Custodial 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.

Mortgage Loan Documents: With respect to a Mortgage Loan, the original related Mortgage Note with applicable addenda and riders, the original related Security Instrument and the originals of any required addenda and riders, the original related Assignment and any original intervening related Assignments, the original related title insurance policy and evidence of the related PMI Policy, if any.

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: With respect to each Transaction, a schedule of Mortgage Loans, which shall be attached to the related Assignment and Conveyance Agreement, setting forth the following information with respect to each Mortgage Loan: (1) the Company’s Mortgage Loan number; (2) the city state and zip code of the Mortgaged Property; (3) a code indicating whether the Mortgaged Property is a single family residence, two-family residence, three-family residence, four-family residence, a Cooperative Loan, planned unit development or condominium; (4) the current Mortgage Interest Rate; (5) the current net Mortgage Interest Rate; (6) the current Monthly Payment; (7) the Gross Margin; (8) the original term to maturity; (9) the scheduled maturity date; (10) the principal balance of the Mortgage Loan as of the related Cut-off Date after deduction of payments of principal due on or before the related Cut-off Date whether or not collected; (11) the Loan-to-Value; (12) the next Adjustment Date; (13) the lifetime Mortgage Interest Rate cap; (14) whether the Mortgage Loan is convertible or not; (15) a code indicating the mortgage guaranty insurance company; (16) a code indicating whether the Mortgage Loan contains pledged assets; (17) a code indicating whether the Mortgage Loan has balloon payments; (18) a code indicating whether the Mortgage Loan is an Interest Only Mortgage Loan; (16) a field indicating whether the Mortgage Loan is a Home Loan; and (17) the Servicing Fee.

Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

Mortgaged Property: The real property securing repayment of the debt evidenced by a Mortgage Note, or with respect to a Cooperative Loan, the Cooperative Apartment.

Mortgagor: The obligor on a Mortgage Note.

Officer's Certificate: A certificate signed by the Chairman of the Board or the Vice Chairman of the Board or the President or a Vice President or an Assistant Vice President and certified 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 Company, reasonably acceptable to the Purchaser.

Periodic Interest Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate on any Adjustment Date pursuant to the terms of the Mortgage Note.

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

Pledge Agreement: With respect to a Cooperative Loan, the specific agreement creating a first lien on and pledge of the Cooperative Shares and the appurtenant Proprietary Lease.
 
Pledge Instruments: With respect to a Cooperative Loan, the Stock Power, the Assignment of the Proprietary Lease and the Assignment of the Mortgage Note and Pledge Agreement.
 
PMI Policy: A policy of primary mortgage guaranty insurance evidenced by an electronic form and certificate number issued by a Qualified Insurer, as required by this Agreement with respect to certain Mortgage Loans.

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.

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

Principal Prepayment Period: The month preceding the month in which the related Remittance Date occurs.

Project: With respect to a Cooperative Loan, all real property owned by the related Cooperative including the land, separate dwelling units and all common areas.
 
Proprietary Lease: With respect to a Cooperative Loan, a lease on a Cooperative Apartment evidencing the possessory interest of the Mortgagor in such Cooperative Apartment. 
 
Purchaser: EMC Mortgage Corporation, or its successor in interest or any successor to the Purchaser under this Agreement as herein provided.

Purchase Price: The purchase price for each Loan Package shall be as stated in the related Commitment Letter.

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-purchased or post-purchased quality assurance procedures (which may involve, among other things, review of a sample or 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 Depository: A deposit account or accounts maintained with a federal or state chartered depository institution the deposits in which are insured by the FDIC to the applicable limits and the short-term unsecured debt obligations of which (or, in the case of a depository institution that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated A-1 by Standard & Poor’s Ratings Group or Prime-1 by Moody’s Investors Service, Inc. (or a comparable rating if another rating agency is specified by the Purchaser by written notice to the Company) at the time any deposits are held on deposit therein.

Qualified Insurer: A mortgage guaranty insurance company duly authorized and licensed where required by law to transact mortgage guaranty insurance business and approved as an insurer by Fannie Mae or Freddie Mac.

Qualified Substitute Mortgage Loan: A mortgage loan eligible to be substituted by the Company for a Deleted Mortgage Loan which must, on the date of such substitution, (i) have an outstanding principal balance, after deduction of all scheduled payments due in the month of substitution (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Loan Remittance Rate not less than and not more than two percent (2%) greater than the Mortgage Loan Remittance Rate of the Deleted Mortgage Loan; (iii) have a remaining term to maturity not greater than and not more than one year less than that of the Deleted Mortgage Loan; (iv) be of the same type as the Deleted Mortgage Loan and (v) comply with each representation and warranty set forth in Sections 3.01 and 3.02.

Rating Agency/Agencies: Any nationally recognized statistical Rating Agency, or its successors, including Standard & Poor’s, a division of The McGraw-Hill Companies, Moody’s Investors Service, Inc. and Fitch Ratings.

Recognition Agreement: An agreement whereby a Cooperative and a lender with respect to a Cooperative Loan (i) acknowledge that such lender may make, or intends to make, such Cooperative Loan, and (ii) make certain agreements with respect to such Cooperative Loan.

Reconstitution: Any Securitization Transaction or Whole Loan Transfer.

Reconstitution Agreement: The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or Securitization Transaction.

Reconstitution Date: The date on which any or all of the Mortgage Loans serviced under this Agreement may be removed from this Agreement and reconstituted as part of a Securitization Transaction, Agency Transfer or Whole Loan Transfer pursuant to Section 9.01 hereof. The Reconstitution Date shall be such date as the Purchaser shall designate.

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.

REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.

REMIC Provisions: Provisions of the federal income tax law relating to a REMIC, which appear at Section 860A through 860G of Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions, regulations, rulings or pronouncements promulgated thereunder, as the foregoing may be in effect from time to time.

Remittance Date: The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately following) of any month.

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

REO Disposition Proceeds: All amounts received with respect to an REO Disposition pursuant to Section 4.16.

REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser through foreclosure or by deed in lieu of foreclosure, as described in Section 4.16.

Repurchase Price: Unless agreed otherwise by the Purchaser and the Company, a price equal to (i) the Stated Principal Balance of the Mortgage Loan plus (ii) interest on such Stated Principal Balance at the Mortgage Loan Remittance Rate from the date on which interest has last been paid and distributed to the Purchaser through the last day of the month in which such repurchase takes place, 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.

Retained Mortgage File: The items referred to as items (3), (6), (7), (8) and (9) in Exhibit C annexed hereto with respect to a particular Mortgage Loan that are not required to be delivered to the Custodian pursuant to this Agreement, and any additional documents required to be added to the Retained Mortgage File pursuant to this Agreement.

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

Securitization Transaction: Any transaction involving either (a) 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 (b) 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 9.01(e)(iii).

Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses other than Monthly Advances (including reasonable attorney's 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 or judicial proceedings, including foreclosures, (c) the management and liquidation of any REO Property and (d) compliance with the obligations under Section 4.08 and 4.10 (excluding the Company’s obligations to pay the premiums on LPMI Policies).

Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

Servicing Fee: 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 received. The obligation of the Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds, to the extent permitted by Section 4.05) of such Monthly Payment collected by the Company, or as otherwise provided under Section 4.05.

Servicing Fee Rate: The per annum percentage for each Mortgage Loan, as stated in the Commitment Letter.

Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all documents in the Retained Mortgage File which are not delivered to the Custodian and copies of the Mortgage Loan Documents listed in the Custodial Agreement the originals of which are delivered to the Custodian pursuant to Section 2.03.

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, (i) the principal balance of the Mortgage Loan at the related 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 related 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.

Stock Certificate: With respect to a Cooperative Loan, a certificate evidencing ownership of the Cooperative Shares issued by the Cooperative.
 
Stock Power: With respect to a Cooperative Loan, an assignment of the Stock Certificate or an assignment of the Cooperative Shares issued by the Cooperative.
 
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 Company 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.
 
Subsidy Account: An account maintained by the Company specifically to hold all Subsidy Funds to be applied to individual Subsidy Loans.

Subsidy Funds: With respect to any Subsidy Loans, funds contributed by the employer of a Mortgagor in order to reduce the payments required from the Mortgagor for a specified period in specified amounts.

Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy agreement pursuant to which the monthly interest payments made by the related Mortgagor will be less than the scheduled monthly interest payments on such Mortgage Loan, with the resulting difference in interest payments being provided by the employer of the Mortgagor. Each Subsidy Loan will be identified as such in the related Electronic Data File.

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

Time$aver® Mortgage Loan: A Mortgage Loan which has been refinanced pursuant to a Company program that allows a rate/term refinance of an existing Company serviced loan with minimal documentation.

Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans by the Purchaser to a third party, which sale or transfer is not a Securitization Transaction or Agency Transfer.

 
ARTICLE II
 
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS

Section 2.01  Conveyance of Mortgage Loans; Possession of Custodial Mortgage Files;
Maintenance of Retained Mortgage Files and Servicing Files.

Pursuant to an Assignment and Conveyance Agreement, on the related Closing Date, the Company, simultaneously with the payment of the Purchase Price by the Purchaser, shall thereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement and the related Assignment and Conveyance Agreement, all the right, title and interest of the Company in and to the Mortgage Loans listed on the respective Mortgage Loan Schedule annexed to such Assignment and Conveyance Agreement, together with the Retained Mortgage Files and Custodial Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03, the Company shall deliver the Custodial Mortgage File for each Mortgage Loan comprising the related Loan Package to the Custodian.

The contents of each Retained Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of each Custodial Mortgage File and the originals of the documents in each Retained Mortgage File not delivered to the Custodian. The possession of each Retained Mortgage File and 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. Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Custodial Mortgage File and Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. The Company shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser, unless 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 pursuant to Section 3.03 or 6.02. All such costs associated with the release, transfer and re-delivery to the Company shall be the responsibility of the Purchaser other than any related recording costs (especially in instances of breach).

In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees that it will cause, 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 as beneficial owner of such Mortgage Loans.

Section 2.02 Books and Records; Transfers of Mortgage Loans.

From and after the sale of the Mortgage Loans to the Purchaser in the related Loan Package on each Closing Date, all rights arising out of such Mortgage Loans including but not limited to all funds received on or in connection with such Mortgage Loans, shall be received and held by the Company in trust for the benefit of the Purchaser as owner of such Mortgage Loans, and the Company shall retain record title to the related Mortgages for the sole purpose of facilitating the servicing and the supervision of the servicing of such Mortgage Loans.

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 each Mortgage Loan which shall be marked clearly to reflect the ownership of each 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 Freddie Mac, including but not limited to documentation as to the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing insurance coverage and eligibility of any condominium project for approval by Fannie Mae or Freddie Mac and records of periodic inspections 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 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 the Fannie Mae Selling and Servicing Guide, as amended from time to time.

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 such Mortgage Loan and thereafter in accordance with applicable laws and regulations.

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 the Mortgage Loans unless the books and records 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. 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 shall release the previous Purchaser from its obligations hereunder with respect to the Mortgage Loans sold or transferred. Such notification of a transfer shall include a final loan schedule which shall be received by the Company no fewer than five (5) Business Days before the last Business Day of the month. If such notification is not received as specified above, the Company’s duties to remit and report as required by Section 5 shall begin with the next Due Period.

Section 2.03 Custodial Agreement; Delivery of Documents.

On each Closing Date with respect to each Mortgage Loan comprising the related Loan Package, the Company shall deliver and release to the Custodian the related Custodial Mortgage File as set forth in Exhibit C attached hereto.

The Custodian shall certify its receipt of any Mortgage Loan Documents actually received on or prior to such Closing Date and as required to be delivered pursuant to the Custodial Agreement, as evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Purchaser will be responsible for the fees and expenses of the Custodian.

Upon the Purchaser’s request, the Company shall deliver to Purchaser or its designee within ten (10) days after such request such contents of the Retained Mortgage file so requested. In the event that the company fails to deliver to the Purchaser or its designee the requested contents of the Retained Mortgage File within such ten-day period, and if the Company does not cure such failure within five (5) days following receipt of written notification of such failure, the Company shall repurchase each related Mortgage Loan at the price and in the manner specified in Section 3.03.

The Company shall forward to the Custodian 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 Custodian with a certified true copy of any such document submitted for recordation within ten (10) days 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 days of its submission for recordation.

In the event the public recording office is delayed in returning any original document which the Company is required to deliver at any time to the Custodian in accordance with the terms of the Custodial Agreement or which the Company is required to maintain in the related Retained Mortgage File, the Company shall deliver to the Custodian or to the Retained Mortgage File, as applicable, within 240 days of its submission for recordation, a copy of such document and an Officer's Certificate, which shall (i) identify the recorded document; (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company will be required to deliver such document to the Custodian or to the Retained Mortgage File, as applicable, by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld.

In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Company immediately shall deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement.

 
ARTICLE III
 
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH
 

Section 3.01 Company Representations and Warranties.
 
The Company hereby represents and warrants to the Purchaser that, as of the related Closing Date:

 
(a)
Due Organization and Authority.

   
The Company is a national banking association duly organized, validly existing and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Company, and in any event the Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement; the Company has the full power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Company; and all requisite action has been taken by the Company to make this Agreement valid and binding upon the Company in accordance with its terms;

 
(b)
Ordinary Course of Business.

   
The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Company, who is in the business of selling and servicing loans, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

 
(c)
No Conflicts.

   
Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, articles of incorporation or by-laws or 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 the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject, or impair the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;

 
(d)
Ability to Service.

   
The Company is an approved seller/servicer of conventional residential mortgage loans for Fannie Mae or Freddie Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Company is in good standing to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Company unable to comply with Fannie Mae or Freddie Mac eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac;

 
(e)
Reasonable Servicing Fee.

   
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;

 
(f)
Ability to Perform.

   
The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. 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 to hinder, delay or defraud any of the Company's creditors;

 
(g)
No Litigation Pending.

   
There is no action, suit, proceeding or investigation pending or threatened against the Company which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Company, or in any material impairment of the right or ability of the Company to carry on its business substantially as now conducted, or in any material liability on the part of the Company, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Company to perform under the terms of this Agreement;

 
(h)
No Consent Required.

   
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 sale of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the related Closing Date;

 
(i)
Selection Process.

The Mortgage Loans were selected from among either the outstanding fixed rate or adjustable rate one- to four-family mortgage loans in the Company's mortgage banking portfolio at the related Closing Date as to which the representations and warranties set forth in Section 3.02 could be made and such selection was not made in a manner so as to affect adversely the interests of the Purchaser;

 
(j)
No Untrue Information.

   
Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading;

 
(k)
Sale Treatment.

   
The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes;

 
(l)
No Material Change.

   
There has been no material adverse change in the business, operations, financial condition or assets of the Company since the date of the Company’s most recent financial statements;

 
(m)
No Brokers’ Fees.

   
The Company has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in the connection with the sale of the Mortgage Loans; and
 
 
(n)
MERS.
 
The Company is a member of MERS in good standing.


Section 3.02 Representations and Warranties Regarding Individual Mortgage Loans.

As to each Mortgage Loan, the Company hereby represents and warrants to the Purchaser that as of the related Closing Date:

 
(a)
Mortgage Loans as Described.

   
The information set forth in the respective Mortgage Loan Schedule and the information contained on the respective Electronic Data File delivered to the Purchaser is true and correct;

 
(b)
Payments Current.

   
All payments required to be made up to the related Cut-off Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited. No payment under any Mortgage Loan has been thirty (30) days delinquent more than one time within twelve (12) months prior to the related Closing Date;

 
(c)
No Outstanding Charges.

   
There are no defaults in complying with the terms of the Mortgages, and all taxes, governmental assessments, insurance premiums, leasehold payments, water, sewer and municipal charges, which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, solicited directly or indirectly, the payment of any amount required under the Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is later, to the day which precedes by one month the Due Date of the first installment of principal and interest;

 
(d)
Original Terms Unmodified.

   
The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded, if necessary to protect the interests of the Purchaser and which has been delivered to the Custodian. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and its terms are reflected on the related Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and which assumption agreement was delivered to the Custodian pursuant to the terms of the Custodial Agreement;

 
(e)
No Defenses.

   
The Mortgage Loan is 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 either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;

 
(f)
No Satisfaction of Mortgage.

   
The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, 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;

 
(g)
Validity of Mortgage Documents.

   
The Mortgage Note and the Mortgage and related documents are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties;

With respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the Pledge Agreement, and related documents are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement, the Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment of Proprietary Lease had legal capacity to enter into the Mortgage Loan and to execute and deliver such documents, and such documents have been duly and properly executed by such parties;

(h)          No Fraud.

   
No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Company, or the Mortgagor, or to the best of the Company’s knowledge, any appraiser, any builder, or any developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;

 
(i)
Compliance with Applicable Laws.

   
Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit and privacy protection, equal credit opportunity, disclosure or predatory and abusive lending laws applicable to the Mortgage Loan have been complied with, and the Company shall maintain in its possession, available for the Purchaser's inspection, and shall deliver to the Purchaser upon demand, evidence of compliance with all such requirements. 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;

 
(j)
Location and Type of Mortgaged Property.

   
The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists of a single, contiguous parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit in a condominium project, or a Cooperative Apartment, or an individual unit in a planned unit development or a townhouse, provided, however, that any condominium project or planned unit development shall conform with the applicable Fannie Mae requirements, or the underwriting guidelines of the company, regarding such dwellings, and no residence or dwelling is a mobile home. As of the respective date of the appraisal for each Mortgaged Property, any Mortgaged Property being used for commercial purposes conforms to the underwriting guidelines of the Company and, to the best of the Company’s knowledge, since the date of such appraisal, no portion of the Mortgage Property has been used for commercial purposes outside of the underwriting guidelines of the Company;

(k)           Valid First Lien.

   
The Mortgage is a valid, subsisting and enforceable 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 located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing. The lien of the Mortgage is subject only to:

 
(1)
the lien of 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 acceptable to mortgage lending institutions generally and specifically referred to in the lender's title insurance policy delivered to the originator of the Mortgage Loan and (i) referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan and (ii) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and

 
(3)
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 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 and enforceable first lien and first priority security interest on the property described therein and the Company has full right to sell and assign the same to the Purchaser;

With respect to each Cooperative Loan, each Pledge Agreement creates a valid, enforceable and subsisting first security interest in the Cooperative Shares and Proprietary Lease, subject only to (i) the lien of the related Cooperative for unpaid assessments representing the Mortgagor’s pro rata share of the Cooperative’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (ii) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Pledge Agreement; provided, however, that the appurtenant Proprietary Lease may be subordinated or otherwise subject to the lien of any mortgage on the Project;

(l)           Full Disbursement of Proceeds.

   
The proceeds of the Mortgage Loan have been fully disbursed, except for escrows established or created due to seasonal weather conditions, and there is no requirement for future advances thereunder. 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;

 
(m)
Consolidation of Future Advances.

   
Any future advances made prior to the related Cut-off Date, have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term reflected on the related Mortgage Loan Schedule. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to Fannie Mae or Freddie Mac; the consolidated principal amount does not exceed the original principal amount of the Mortgage Loan; the Seller shall not make future advances after the related Cut-Off Date;

(n)          Ownership.

   
The Company is the sole owner of record and holder of the Mortgage Loan and the related Mortgage Note and the Mortgage are not assigned or pledged, and the Company has good and marketable title thereto and has full right and authority to transfer and sell the Mortgage Loan to the Purchaser. The Company is transferring the Mortgage Loan free and clear of any and all encumbrances, liens, pledges, equities, participation interests, claims, charges or security interests of any nature encumbering such Mortgage Loan;

(o)          Origination/Doing Business.

   
The Mortgage Loan was originated by a savings and loan association, a savings bank, a commercial bank, a credit union, an insurance company, or similar institution which is supervised and examined by a federal or state authority or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) organized under the laws of such state, or (3) qualified to do business in such state, or (4) federal savings and loan associations or national banks having principal offices in such state, or (5) not doing business in such state;

(p)          LTV, PMI Policy.

   
Each Mortgage Loan has an LTV as set forth in the related Mortgage Loan Schedule and related Electronic Data File. Except as indicated on the Electronic Data File, those Mortgage Loans with an LTV greater than 80% at the time of origination, a portion of the unpaid principal balance of the Mortgage Loan is and will be insured as to payment defaults by a PMI Policy. If the Mortgage Loan is insured by a PMI Policy for which the Mortgage pays all premiums, the coverage will remain in place until (i) the LTV is decreased to 78% or (ii) the PMI Policy is otherwise terminated pursuant to the Homeowners Protection Act of 1998, 12 USC 4901, et seq. All provisions of such PMI Policy and LPMI Policy have been and are being complied with, such PMI Policy and LPMI Policy is in full force and effect, and all premiums due thereunder have been paid. The Qualified Insurer has a claims paying ability acceptable to Fannie Mae or Freddie Mac. Any Mortgage Loan subject to a PMI Policy obligates the Mortgagor or in the case of an LPMI Policy, obligates the Company, thereunder to maintain the PMI Policy or LPMI Policy and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium. No prior holder of the Mortgage, including the Company, has done, by act or omission, anything which would impair the coverage of such PMI Policy or LPMI Policy;

(q)          Title Insurance.

   
The Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy of insurance acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Company, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of Paragraph (k) of this Section 3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. The Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in 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 of the Mortgage, including the Company, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

(r)           No Defaults.

   
There is no default, breach, violation or event of acceleration existing under the Mortgage or the 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 of acceleration, and neither the Company nor its predecessors have waived any default, breach, violation or event of acceleration;

(s)          No Mechanics' Liens.

   
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 the law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage which are not insured against by the title insurance policy referenced in Paragraph (q) above;

(t)           Location of Improvements; No Encroachments.

   
Except as insured against by the title insurance policy referenced in Paragraph (q) above, all improvements which were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation;

 
(u)
Payment Terms.

   
Except with respect to the Interest Only Mortgage Loans, principal payments commenced no more than 60 days after the funds were disbursed to the Mortgagor in connection with the Mortgage Loan. The Mortgage Loans have an original term to maturity of not more than 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 Gross Margin, rounded up or down to the nearest multiple of 0.125% indicated by the Mortgage Note; provided that the Mortgage Interest Rate will not increase or decrease by more than 2.00% on any Adjustment Date, and will in no event exceed the maximum Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate listed on the Mortgage Loan Schedule for such Mortgage Loan. Each adjustable rate Mortgage Note requires a monthly payment which is sufficient, during the period prior to the first adjustment to the Mortgage Interest Rate, 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; provided however, with respect to any Interest Only Mortgage Loans, the Mortgage Note allows a Monthly Payment of interest only during the period prior to the first Adjustment Date and upon the first adjustment to the Mortgage Interest Rate, the Mortgage Note requires a Monthly Payment of principal and interest, sufficient to fully amortize the outstanding principal balance over the then remaining term of such Mortgage Loan. As to each adjustable rate Mortgage Loan, if the related Mortgage Interest Rate changes on an adjustment date, the then outstanding principal balance will be reamortized over the remaining life of such Mortgage Loan. No Mortgage Loan contains terms or provisions which would result in negative amortization;

(v)          Customary Provisions.

   
The 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, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There is no homestead or other exemption available to a Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

(w)         Occupancy of the Mortgaged Property.

   
As of the date of origination, the Mortgaged Property was lawfully occupied under applicable law;

(x)           No Additional Collateral.

   
The Mortgage Note is not and has not been secured by any collateral, pledged account, except as indicated on the Electronic Data File, or other security except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in (k) above;

(y)          Deeds of Trust.

   
In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Mortgagee to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor;

(z)           Acceptable Investment.

   
The Company has no knowledge of any circumstances or conditions with respect to the Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan;

(aa)        Transfer of Mortgage Loans.

   
If the Mortgage Loan is not a MERS Mortgage Loan, the Assignment upon the insertion of the name of the assignee and recording information is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;

(bb)       Mortgaged Property Undamaged.

   
The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;

(cc)         Collection Practices; Escrow Deposits.

   
The origination and collection practices used with respect to the Mortgage Loan have been in accordance with Accepted Servicing Practices, and have been in all material respects legal and proper. With respect to escrow deposits and Escrow Payments, all such payments are in the possession 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. No escrow deposits or Escrow Payments or other charges or payments due the Company have been capitalized under the Mortgage Note;

(dd)        No Condemnation.

   
There is no proceeding pending or to the best of the Company’s knowledge threatened for the total or partial condemnation of the related Mortgaged Property;

(ee)        The Appraisal.

   
The Servicing File contains an appraisal of the related Mortgaged Property. As to each Time$aver® Mortgage Loan, the appraisal may be from the original of the existing Company-serviced loan, which was refinanced via such Time$aver® Mortgage Loan. The appraisal was conducted by 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 the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

(ff)          Insurance.

   
The Mortgaged Property securing each Mortgage Loan is insured by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire and such hazards as are covered under a standard extended coverage endorsement and such other hazards as are customary in the area where the Mortgaged Property is located pursuant to insurance policies conforming to the requirements of Section 4.10, in an amount which is at least equal to the lesser of (a) 100% of the insurable value, on a replacement cost basis, of the improvements on the related Mortgaged Property, and (b) the greater of (i) the outstanding principal balance of the Mortgage Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient to prevent the application to the Mortgagor or the loss payee of any coinsurance clause under the policy. If the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project. If the improvements on the Mortgaged Property are in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (A) the outstanding principal balance of the Mortgage Loan, (B) the full insurable value and (C) the maximum amount of insurance which was available under the Flood Disaster Protection Act of 1973, as amended. All individual insurance policies contain a standard mortgagee clause naming the Company and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain a hazard insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor's cost and expense, and to seek reimbursement therefor from the Mortgagor. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Company has not acted or failed to act so as to impair the coverage of any such insurance policy or the validity, binding effect and enforceability thereof;

 
(gg)
Servicemembers’ Civil Relief Act.

   
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, as amended;

 
(hh)
No Graduated Payments or Contingent Interests.

   
The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;

 
(ii)
No Construction Loans.

   
No Mortgage Loan was made in connection with (i) the construction or rehabilitation of a Mortgage Property or (ii) facilitating the trade-in or exchange of a Mortgaged Property other than a construction-to-permanent loan which has converted to a permanent Mortgage Loan;

 
(jj)
Underwriting.

   
Each Mortgage Loan was underwritten in accordance with the underwriting guidelines of the Company, which were in effect at the time the Mortgage Loan was originated; and the Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie Mae;

 
(kk)
Buydown Mortgage Loans.

   
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 or Freddie Mac 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 Company and if required under Fannie Mae or Freddie Mac 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 or Freddie Mac regarding buydown agreements.

 
(ll)
Delivery of Custodial Mortgage Files.

Any documents required to be delivered by the Company under this Agreement have been delivered to the Custodian. The Company is in possession of a complete, true and accurate Retained Mortgage File and Custodial Mortgage File in compliance with Exhibit C hereto;

 
(mm)
No Violation of Environmental Laws.

There is no pending action or proceeding directly involving any Mortgaged Property of which the Company is aware in which compliance with any environmental law, rule or regulation is an issue; and to the best of the Company’s knowledge, 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)
No Bankruptcy.

No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated and to the best of the Company’s knowledge, as of the related Closing Date, the Company has not received notice that any Mortgagor is a debtor under any state or federal bankruptcy or insolvency proceeding;

(oo)         HOEPA.

No Mortgage Loan is a High Cost Loan or Covered Loan;

(pp)        Cooperative Loans.

With respect to each Cooperative Loan:

 
(i)
The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to Fannie Mae or Freddie Mac;

 
(ii)
A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to Fannie Mae and qualified to do business in the jurisdiction where the Cooperative is located;

 
(iii)
(a) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (b) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (c) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (d) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (e) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (f) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple or under a leasehold that complies with the requirements of the Fannie Mae Guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage;
 
 
(iv)
The Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor;
 

 
(v)
Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan;
 
(qq)        Georgia Fair Lending Act.

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;

(rr)          Methodology.

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;

(ss)         Imposition of a Premium.

With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state and federal law, and (ii) notwithstanding any state or federal law to the contrary, the Company shall recommend that such prepayment premium is not imposed in any instance when the mortgage debt is accelerated as the result of the borrower’s default in making the loan payments;

(tt)         Single Premium Credit Life.

No Mortgagor was required to purchase any single premium credit insurance policy (e.g. life, disability, accident, unemployment or health insurance products) or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit insurance policy (e.g. life, disability, accident, unemployment or health insurance product) as part of the origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies or debt cancellation agreements as part of the origination of, or as a condition to closing, such Mortgage Loan;

(uu)       No Arbitration Provision.

   
With respect to each Mortgage Loan, neither the related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction;

 
(ww)
Credit Reporting.

With respect to each Mortgage Loan, the Company has fully furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e. favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis; and

(xx)          Illinois Interest Act.

Any Mortgage Loan with a Mortgaged Property in the State of Illinois complies with the Illinois Interest Act.

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 to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Custodial Mortgage Files or Retained 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 (or which materially and adversely affects the interests of Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other.

Within ninety (90) days of the earlier of either discovery by or notice to the Company of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such breach within 120 days of the related Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the related Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days of the written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution.

At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS® System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan.

For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its own funds into the Custodial Account an amount equal to the amount of such shortfall.

In addition to such repurchase or substitution obligation, the Company shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties.

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) discovery of such breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii) failures 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 a Mortgage Loan pays off in full on or before the related Closing Date, the Company must repay the Purchaser the difference between the Unpaid Principal Balance of such Mortgage Loan as of the date of pay off and the Unpaid Principal Balance multiplied by the purchase price percentage adjusted, if necessary in accordance with the Commitment Letter.

 
ARTICLE IV
 
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01 Company to Act as Servicer.

The Company, as an independent contractor, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone or through the utilization of a Subcontractor, to do any and all things in connection with such servicing and administration which the Company may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices. The Company shall be responsible for any and all acts of a Subcontractor, and the Company’s utilization of a Subcontractor shall in no way relieve the liability of the Company under this Agreement. 

Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor 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 the Company shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Company, imminent and 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 or forgive the payment of principal (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification 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 5.03, 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 made pursuant to Section 5.03. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Purchaser, 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. If reasonably required by the Company, the Purchaser shall furnish the Company with any powers of attorney and other documents necessary or appropriate to enable the Company to carry out its servicing and administrative duties under this Agreement.

In servicing and administering the Mortgage Loans, the Company shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the Purchaser's reliance on the Company.

The Company is authorized and empowered by the Purchaser, in its own name, when the Company believes it appropriate in its reasonable judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, with written consent of the Purchaser, to execute and deliver, on behalf of the Purchaser, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Purchaser and its successors and assigns.

The Company shall cause to be maintained for each Cooperative Loan a copy of the financing statements and shall file and such financing statements and continuation statements as necessary, in accordance with the Uniform Commercial Code applicable in the jurisdiction in which the related Cooperative Apartment is located, to perfect and protect the security interest and lien of the Purchaser.

The Company shall apply any Principal Prepayment on an Interest Only Mortgage Loan to the then-outstanding principal balance, at which time the interest-only payment feature shall be extinguished. The related Monthly Payment shall thereafter consist of both principal and interest components, and the amount of such Monthly Payment shall not change prior to the next Adjustment Date.

Section 4.02 Liquidation of Mortgage Loans.

In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 4.01 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 shall take such action as (1) the Company would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with Accepted Servicing Practices, (3) the Company shall determine prudently to be in the best interest of Purchaser, and (4) is consistent with any related PMI Policy. In the event that any payment due under any Mortgage Loan is not postponed pursuant to Section 4.01 and remains delinquent for a period of 90 days or any other default continues for a period of 90 days beyond the expiration of any grace or cure period, the Company shall commence foreclosure proceedings, the Company shall notify the Purchaser in writing of the Company's intention to do so, and the Company shall not commence foreclosure proceedings if the Purchaser objects to such action within three (3) Business Days of receiving such notice. In the event the Purchaser objects to such foreclosure action, the Company shall not be required to make Monthly Advances with respect to such Mortgage Loan, pursuant to Section 5.03, and the Company's obligation to make such Monthly Advances shall terminate on the 90th day referred to above. In such connection, the Company shall from its own funds make all necessary and proper Servicing Advances, provided, however, that the Company shall not be required to expend its own funds in connection with any foreclosure or towards the restoration or preservation of any Mortgaged Property, unless it shall determine (a) that such preservation, restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan to Purchaser after reimbursement to itself for such expenses and (b) that such expenses will be recoverable by it either through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Custodial Account pursuant to Section 4.05) or through Insurance Proceeds (respecting which it shall have similar priority).

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. The cost for such inspection or review shall be borne by the Purchaser. Upon completion of the inspection or review, 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. In the event (a) the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs the Company to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for all reasonable costs associated with such foreclosure or acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse the Company, the Company shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs the Company not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for all Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.

Section 4.03 Collection of Mortgage Loan Payments.

Continuously from the related Cut-off Date until the principal and interest on all Mortgage Loans are paid in full, the Company shall proceed diligently to collect all payments due under each of the Mortgage Loans when the same shall become due and payable and shall take special care in ascertaining and estimating Escrow Payments and all other charges that will become due and payable with respect to the Mortgage Loan and the Mortgaged Property, to the end that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

Section 4.04 Establishment of and Deposits to Custodial Account.

The Company shall segregate and hold all funds collected and received pursuant to a Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts, in the form of time deposit or demand accounts, titled "Wells Fargo Bank, N.A. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans - P & I." The Custodial Account shall be established with a Qualified Depository. Upon request of the Purchaser and within ten (10) days thereof, the Company shall provide the Purchaser with written confirmation of the existence of such Custodial Account. Any funds deposited into the Custodial Account shall at all times be insured to the fullest extent allowed by applicable law. Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section 4.05.

The Company shall deposit in the Custodial Account within one (1) Business Day of Company’s receipt, and retain therein, the following collections received by the Company and payments made by the Company after the related Cut-off Date, other than payments of principal and interest due on or before the related Cut-off Date, or received by the Company prior to the related Cut-off Date but allocable to a period subsequent thereto:

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

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

 
(iii)
all Liquidation Proceeds;

 
(iv)
all Insurance Proceeds including amounts required to be deposited pursuant to Section 4.10 (other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Section 4.14), Section 4.11 and Section 4.15;

 
(v)
all Condemnation Proceeds which are not applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Section 4.14;

 
(vi)
any amount required to be deposited in the Custodial Account pursuant to Section 4.01, 5.03, 6.01 or 6.02;

 
(vii)
any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts required to be deposited by the Company in connection with a shortfall in principal amount of any Qualified Substitute Mortgage Loan pursuant to Section 3.03;

 
(viii)
with respect to each Principal Prepayment an amount (to be paid by the Company out of its funds) which, when added to all amounts allocable to interest received in connection with the Principal Prepayment, equals one month's interest on the amount of principal so prepaid at the Mortgage Loan Remittance Rate;

 
(ix)
any amounts required to be deposited by the Company pursuant to Section 4.11 in connection with the deductible clause in any blanket hazard insurance policy;

 
(x)
any amounts received with respect to or related to any REO Property and all REO Disposition Proceeds pursuant to Section 4.16; and

 
(xi)
an amount from the Subsidy Account that when added to the Mortgagor’s payment will equal the full monthly amount due under the related Mortgage Note.

The foregoing requirements for deposit into 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 into 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.

Section 4.05 Permitted Withdrawals From Custodial Account.

The Company shall, from time to time, withdraw funds 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 of the Company's funds made pursuant to Section 5.03, 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 payments of principal and/or interest respecting which any such advance was made, it being understood that, in the case of any such reimbursement, the Company's right thereto shall be prior to the rights of Purchaser, except that, where the Company is required to repurchase a Mortgage Loan pursuant to Section 3.03 or 6.02, the Company's right to such reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to such sections 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 for any unpaid Servicing Fees, the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Company from the Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Company's right thereto shall be prior to the rights of Purchaser, except that where the Company is required to repurchase a Mortgage Loan pursuant to Section 3.03 or 6.02, in which case the Company's right to such reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to such sections and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan. Upon Purchaser's request, the Company shall provide documentation supporting the Company's Servicing Advances;

(iv)              to pay itself interest on funds deposited in the Custodial Account;

(v)               to reimburse itself for expenses incurred and reimbursable to it pursuant to Section 8.01;

(vi)             to pay any amount required to be paid pursuant to Section 4.16 related to any REO Property, it being understood that, in the case of any such expenditure or withdrawal related to a particular REO Property, the amount of such expenditure or withdrawal from the Custodial Account shall be limited to amounts on deposit in the Custodial Account with respect to the related REO Property;

(vii)             to reimburse itself for any Servicing Advances or REO expenses after liquidation of the Mortgaged Property not otherwise reimbursed above;

(viii)            to remove funds inadvertently placed in the Custodial Account by the Company; and

(ix)               to clear and terminate the Custodial Account upon the termination of this Agreement.

In the event that the Custodial Account is interest bearing, on each Remittance Date, the Company shall withdraw all funds from the Custodial Account except for those amounts which, pursuant to Section 5.01, the Company is not obligated to remit on such Remittance Date. The Company may use such withdrawn funds only for the purposes described in this Section 4.05.

Section 4.06 Establishment of and Deposits to Escrow Account.

The Company shall segregate and hold all funds collected and received pursuant to a Mortgage Loan constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of time deposit or demand accounts, titled, "Wells Fargo Bank, N.A., in trust for the Purchaser and/or subsequent purchasers of Residential Mortgage Loans, and various Mortgagors - T & I." The Escrow Accounts shall be established with a Qualified Depository, in a manner which shall provide maximum available insurance thereunder. Upon request of the Purchaser and within ten (10) days thereof, the Company shall provide the Purchaser with written confirmation of the existence of such Escrow Account. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07.

The Company shall deposit in the Escrow Account or Accounts within one (1) Business Days of Company’s receipt, 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 amounts representing Insurance Proceeds or Condemnation Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

 
(iii)
all payments on account of Buydown Funds.

The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, as set forth in 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. To the extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account may be non-interest bearing or that interest paid thereon is insufficient for such purposes.

Section 4.07 Permitted Withdrawals From Escrow Account.

Withdrawals from the Escrow Account or Accounts may be made by the Company only:

 
(i)
to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance premiums, condominium charges, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage;

 
(ii)
to reimburse the Company for any Servicing Advances made by the Company pursuant to Section 4.08 with respect to a related Mortgage Loan, but only from amounts received on the related Mortgage Loan which represent late collections of Escrow Payments thereunder;

 
(iii)
to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan;

 
(iv)
for transfer to the Custodial Account and application to reduce the principal balance of the Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage Note;

 
(v)
for application to restoration or repair of the Mortgaged Property in accordance with the procedures outlined in Section 4.14;

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

 
(vii)
to remove funds inadvertently placed in the Escrow Account by the Company;

 
(viii)
to remit to Purchaser payments on account of Buydown Funds as applicable; and

 
(ix)
to clear and terminate the Escrow Account on the termination of this Agreement.

Section 4.08 Payment of Taxes, Insurance and Other Charges.

With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents, taxes, assessments, water rates, sewer rents, and other charges which are or may become a lien upon the Mortgaged Property and the status of PMI Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date, 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. The Company assumes full responsibility for the timely payment of all such bills and shall effect timely payment of all such charges irrespective of each Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments, and the Company shall make advances from its own funds to effect such payments.

Section 4.09 Protection of Accounts.

The Company may transfer the Custodial Account, the Subsidy Account or the Escrow Account to a different Qualified Depository from time to time with prior written notice to Purchaser.

Section 4.10 Maintenance of Hazard Insurance.

The Company shall cause to be maintained for each Mortgage Loan hazard insurance such that all buildings upon the Mortgaged Property are insured by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, in an amount which is at least equal to the lesser of (i) 100% of the insurable value, on a replacement cost basis, of the improvements on the related Mortgaged Property, and (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an amount such that the proceeds of such insurance shall be sufficient to prevent the application to the Mortgagor or the loss payee of any coinsurance clause under the policy. In the event a hazard insurance policy shall be in danger of being terminated, or in the event the insurer shall cease to be acceptable to Fannie Mae or Freddie Mac, the Company shall notify the Purchaser and the related Mortgagor, and shall use its best efforts, as permitted by applicable law, to obtain from another qualified insurer a replacement hazard insurance policy substantially and materially similar in all respects to the original policy. In no event, however, shall a Mortgage Loan be without a hazard insurance policy at any time, subject only to Section 4.11 hereof.

If upon origination of the Mortgage Loan, the related Mortgaged Property was located in an area identified by the Flood Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier acceptable to Fannie Mae or Freddie Mac in an amount representing coverage equal to the lesser of (i) the minimum amount required, under the terms of coverage, to compensate for any damage or loss on a replacement cost basis (or the unpaid balance of the mortgage if replacement cost coverage is not available for the type of building insured) and (ii) 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 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, as permitted by applicable law.

If a Mortgage is secured by a unit in a condominium project, the Company shall verify that the coverage required of the owner's association, including hazard, flood, liability, and fidelity coverage, is being maintained in accordance with then current Fannie Mae requirements, and secure from the owner's association its agreement to notify the Company promptly of any change in the insurance coverage or of any condemnation or casualty loss that may have a material effect on the value of the Mortgaged Property as security.

 
In the event that any Purchaser or the Company shall determine that the Mortgaged Property should be insured against loss or damage by hazards and risks not covered by the insurance required to be maintained by the Mortgagor pursuant to the terms of the Mortgage, the Company shall communicate and consult with the Mortgagor with respect to the need for such insurance and bring to the Mortgagor's attention the required amount of coverage for the Mortgaged Property and if the Mortgagor does not obtain such coverage, the Company shall immediately force place the required coverage on the Mortgagor’.

All policies required hereunder shall name the Company as loss payee and shall be endorsed with standard or union mortgagee clauses, without contribution, which shall provide for at least 30 days prior written notice of any cancellation, reduction in amount or material change in coverage.

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 acceptable to Fannie Mae and Freddie Mac and are licensed to do business in the jurisdiction in which the Mortgaged Property is located. The Company shall determine that such policies provide sufficient risk coverage and amounts, that they insure the property owner, and that they properly describe the property address.

Pursuant to Section 4.04, 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 related Mortgaged Property, or property acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor, in accordance with the Company's normal servicing procedures as specified in Section 4.14) shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05.

Section 4.11 Maintenance of Mortgage Impairment Insurance.

In the event that the Company shall obtain and maintain a blanket policy insuring against losses arising from fire and hazards covered under extended coverage 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. The Company shall prepare and make any claims on the blanket policy as deemed necessary by the Company in accordance with Accepted Servicing Practices. Any amounts collected by the Company under any such policy relating to a Mortgage Loan shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05. Such policy may contain a deductible clause, in which case, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered by such policy, the Company shall deposit in the Custodial Account at the time of such loss the amount not otherwise payable under the blanket policy because of such deductible clause, such amount to be deposited from the Company's funds, without reimbursement therefor. Upon request of the Purchaser, the Company shall cause to be delivered to such Purchaser a certificate of insurance and a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without 30 days' prior written notice to such Purchaser.

Section 4.12 Maintenance of Fidelity Bond and Errors and Omissions Insurance.

The Company shall maintain with responsible companies, at its own expense, a blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad coverage on all officers, employees or other Persons acting in any capacity requiring such Persons to handle funds, money, documents or papers relating to the Mortgage Loans ("Company Employees"). Any such Fidelity Bond and Errors and Omissions Insurance Policy 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 Company Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also shall protect and insure the Company against losses in connection with 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 such Fidelity Bond and Errors and Omissions Insurance Policy 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 with a company acceptable to Fannie Mae or Freddie Mac and in amounts at least equal to the amounts acceptable to Fannie Mae or Freddie Mac. Upon the request of any Purchaser, the Company shall cause to be delivered to such Purchaser a certified true copy of such fidelity bond and insurance policy and a statement from the surety and the insurer that such fidelity bond and insurance policy shall in no event be terminated or materially modified without 30 days' prior written notice to the Purchaser.

Section 4.13 Inspections.

If any Mortgage Loan is more than 60 days delinquent, the Company immediately shall inspect the Mortgaged Property and shall conduct subsequent inspections in accordance with Accepted Servicing Practices or as may be required by the primary mortgage guaranty insurer. The Company shall keep a record of each such inspection and shall provide the Purchaser with copies of such upon request.

Section 4.14 Restoration of Mortgaged Property.

The Company need not obtain the approval of the Purchaser prior to releasing any Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied to the restoration or repair of the Mortgaged Property if such release is in accordance with Accepted Servicing Practices. For claims greater than $15,000, at a minimum the Company shall comply with the following conditions in connection with any such release of Insurance Proceeds or Condemnation Proceeds:

(i) the Company shall receive satisfactory independent verification of completion of repairs and issuance of any required approvals with respect thereto;

(ii) the Company shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but not limited to requiring waivers with respect to mechanics' and materialmen's liens;

(iii) the Company shall verify that the Mortgage Loan is not in default; and

(iv) pending repairs or restoration, the Company shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow Account.

If the Purchaser is named as an additional loss payee, the Company is hereby empowered to endorse any loss draft issued in respect of such a claim in the name of the Purchaser.

Section 4.15 Maintenance of PMI Policy; Claims.

Each Mortgage Loan has an LTV as indicated on the Mortgage Loan Schedule and Electronic Data File. Except as indicated on the Electronic Data File, with respect to each Mortgage Loan with an LTV in excess of 80% at the time of origination, the Company shall, without any cost to the Purchaser maintain or cause the Mortgagor to maintain in full force and effect a PMI Policy or LPMI Policy insuring a portion of the unpaid principal balance of the Mortgage Loan as to payment defaults. If the Mortgage Loan is insured by a PMI Policy for which the Mortgagor pays all premiums, the coverage will remain in place until (i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise terminated pursuant to the Homeowners Protection Act of 1998, 12 USC 4901, et seq. In the event that such PMI Policy shall be terminated other than as required by law, the Company shall obtain from another Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated PMI Policy. If the insurer shall cease to be a Qualified Insurer, the Company shall determine whether recoveries under the PMI Policy and LPMI Policy are jeopardized for reasons related to the financial condition of such insurer, it being understood that the Company shall in no event have any responsibility or liability for any failure to recover under the PMI Policy or LPMI Policy for such reason. If the Company determines that recoveries are so jeopardized, it shall notify the Purchaser and the Mortgagor, if required, and obtain from another Qualified Insurer a replacement insurance policy. The Company shall not take any action which would result in noncoverage under any applicable PMI Policy or LPMI 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 PMI Policy or LPMI Policy, if any, of such assumption or substitution of liability in accordance with the terms of such PMI Policy or LPMI Policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under such PMI Policy or LPMI Policy. If such PMI Policy is terminated as a result of such assumption or substitution of liability, the Company shall obtain a replacement PMI Policy or LPMI 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 PMI Policy in a timely fashion in accordance with the terms of such PMI Policy and, in this regard, to take such action as shall be necessary to permit recovery under any PMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any PMI Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

Section 4.16 Title, Management and Disposition of REO Property.

In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser 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 any attorney duly licensed to practice law in the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the Purchaser.

The Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of its intention to do so within thirty (30) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to manage the REO Property shall not constitute a termination of any rights of the Company pursuant to Section 11.02. Upon the Company's receipt of such written notice, it shall be relived of any obligation to manage, conserve, protect, operate, dispose or sell the Mortgaged Property for the Purchaser, or its designee. All such duties will become the obligation of the Purchaser, or its designee. In such connection, upon the Mortgaged Property being acquired on behalf of the Purchaser, or its designee, the Company shall fully cooperate with Purchaser to transfer management of the REO Property to Purchaser, or its designee, and shall immediately submit a statement of expenses to the Purchaser for reimbursement within 30 days for all Monthly Advances and Servicing Advances. If Company does not receive reimbursement of such expenses from the Purchaser within the 30-days of the statement of expenses, Company shall be permitted to withdraw such amount from the Custodial Account pursuant to Section 4.05.

In the event the Purchaser does not elect to manage an REO Property, the Company shall manage, conserve and protect the related REO Property for the Purchaser. The Company, either itself or through an agent selected by the Company, shall manage the 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 attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Company deems to be in the best interest of the Purchaser.

The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with respect to the arrangement under which the Mortgage Loans and the REO Property are held, and (ii) 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 period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Company and Purchaser shall be entered into with respect to such purchase money mortgage.

The Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above.

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. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Company shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to Section 5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser.

The Company shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of the Company, or the Company itself. The Company shall make monthly distributions on each Remittance Date to the Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Section 4.16 and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).

Section 4.17 Real Estate Owned Reports.

Together with the statement furnished pursuant to Section 5.02, the Company shall furnish to the Purchaser on or before the Remittance Date each month a statement with respect to any REO Property covering the operation of such REO Property for the previous month and the Company's efforts in connection with the sale of such REO Property and any rental of such REO Property incidental to the sale thereof for the previous month. That statement shall be accompanied by such other information as the Purchaser shall reasonably request.

Section 4.18 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.

Section 4.19 Reports of Foreclosures and Abandonments of Mortgaged Property.

Following the foreclosure sale or abandonment of any Mortgaged Property, the Company shall report such foreclosure or abandonment as required pursuant to Section 6050J of the Code. The Company shall file information reports with respect to the receipt of mortgage interest received in a trade or business and information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property as required by the Code. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by the Code.

Section 4.20 Application of Buydown Funds.

With respect to each Buydown Mortgage Loan, the Company shall have deposited into the Escrow Account, no later than the last day of the month, 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 all Due Dates in accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly Payments which are required to be paid by the Mortgagor under the terms of the related Mortgage Note (without regard to the related Buydown Agreement as if the Mortgage Loan were not subject to the terms of the Buydown Agreement). With respect to each Buydown Mortgage Loan, the Company will distribute to the Purchaser on each Remittance Date an amount of Buydown Funds equal to the amount that, when added to the amount required to be paid on such date by the related Mortgagor, pursuant to and in accordance with the related Buydown Agreement, equals the full Monthly Payment that would otherwise be required to be paid on such Mortgage Loan by the related Mortgagor under the terms of the related Mortgage Note (as if the Mortgage Loan were not a Buydown Mortgage Loan and without regard to the related Buydown Agreement).

If the Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period and the Mortgaged Property securing such Buydown Mortgage Loan is sold in the liquidation thereof (either by the Company or the insurer under any related Primary Insurance Policy) the Company shall, on the Remittance Date following the date upon which Liquidation Proceeds or REO Disposition proceeds are received with respect to any such Buydown Mortgage Loan, distribute to the Purchaser all remaining Buydown Funds for such Mortgage Loan then remaining in the Escrow Account. Pursuant to the terms of each Buydown Agreement, any amounts distributed to the Purchaser in accordance with the preceding sentence will be applied to reduce the outstanding principal balance of the related Buydown Mortgage Loan. If a Mortgagor on a Buydown Mortgage Loan prepays such Mortgage Loan in its entirety during the related Buydown Period, the Company shall be required to withdraw from the Escrow Account any Buydown Funds remaining in the Escrow Account with respect to such Buydown Mortgage Loan in accordance with the related Buydown Agreement. If a principal prepayment by a Mortgagor on a Buydown Mortgage Loan during the related Buydown Period, together with any Buydown Funds then remaining in the Escrow Account related to such Buydown Mortgage Loan, would result in a principal prepayment of the entire unpaid principal balance of the Buydown Mortgage Loan, the Company shall distribute to the Purchaser on the Remittance Date occurring in the month immediately succeeding the month in which such Principal Prepayment is received, all Buydown Funds related to such Mortgage Loan so remaining in the Escrow Account, together with any amounts required to be deposited into the Custodial Account.

Section 4.21 Notification of Adjustments.

With respect to each adjustable rate Mortgage Loan, the Company shall adjust the Mortgage Interest Rate on the related Interest Rate Adjustment Date in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Company shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate adjustments. Upon the discovery by the Company or the receipt of notice from the Purchaser that the Company has failed to adjust a Mortgage Interest Rate in accordance with the terms of the related Mortgage Note, the Company shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused the Purchaser thereby.

Section 4.22 Confidentiality/Protection of Customer Information.

The Company shall keep confidential and shall not divulge to any party, without the Purchaser's prior written consent, the price paid by the Purchaser for the Mortgage Loans, except to the extent that it is reasonable and necessary for the Company to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies. Each party agrees that it shall comply with all applicable laws and regulations regarding the privacy or security of Customer Information and shall maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer Information, including maintaining security measures designed to meet the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, 66 Fed. Reg. 8616 (the “Interagency Guidelines”), if applicable. For purposes of this Section 4.22, the term “Customer Information” shall have the meaning assigned to it in the Interagency Guidelines.

Section 4.23 Fair Credit Reporting Act

The Company, in its capacity as servicer for each Mortgage Loan, agrees to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis.
 
Section 4.24 Establishment of and Deposits to Subsidy Account.  
 
 
The Company shall segregate and hold all Subsidy Funds collected and received pursuant to the Subsidy Loans separate and apart from any of its own funds and general assets and shall establish and maintain one or more Subsidy Accounts, in the form of time deposit or demand accounts, titled “Wells Fargo Bank, N.A., in trust for the Purchaser, its successors or assigns, and/or subsequent purchasers of residential Mortgage Loans, and various Mortgagors.” The Subsidy Account shall be an eligible deposit account established with an eligible institution.
 
 
The Company shall, from time to time, withdraw funds from the Subsidy Account for the following purposes:
 
 
 
(i)
to deposit in the Custodial Account in the amounts and in the manner provided for in Section 4.04(xi);
 
 
(ii)
to transfer funds to another eligible institution in accordance with Section 4.09 hereof;
 
(iii)          to withdraw funds deposited in error; and
 
 
(iv)
to clear and terminate the Subsidy Account upon the termination of this Agreement.
 
Notwithstanding anything to the contrary elsewhere in this Agreement, the Company may employ the Escrow Account as the Subsidy Account to the extent that the Company can separately identify any Subsidy Funds deposited therein.
 
Section 4.25 Use of Subservicers and Subcontractors.

The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section 4.25. 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 under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section 4.25.

(a) It shall not be necessary for the Company to seek the consent of the Purchaser 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 4.25 and with Sections 6.04, 6.06, 9.01(e)(iii), 9.01(e)(v) and 9.01(f) 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 9.01(e)(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 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 6.06 as and when required to be delivered.

(b) 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 a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company 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.

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 6.06 and 9.01(f) 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 required to be delivered by such Subcontractor under Section 6.06, in each case as and when required to be delivered.

 
ARTICLE V
 
PAYMENTS TO PURCHASER

Section 5.01 Remittances.

On each Remittance Date the Company shall remit by wire transfer of immediately available funds to the Purchaser (a) all amounts deposited in the Custodial Account as of the close of business on the Determination Date (net of charges against or withdrawals from the Custodial Account pursuant to Section 4.05), plus (b) all amounts, if any, which the Company is obligated to distribute pursuant to Section 5.03, minus (c) any amounts attributable to Principal Prepayments received after the applicable Principal Prepayment Period which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 4.04(viii); minus (d) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the first day of the month of the Remittance Date, and minus (e) any amounts attributable to Buydown Funds being held in the Custodial Account, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.

With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, 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 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. Such interest shall be remitted by wire transfer of immediately available funds within one Business Day following agreement by the Purchaser and the Company of the penalty amount. 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.

Section 5.02 Statements to Purchaser.

Not later than the Remittance Date, the Company shall furnish to the Purchaser a monthly remittance advice in the standard form of electronic Alltel® file, as to the period ending on the last day of the preceding month. If requested by the Purchaser prior to the related Closing Date, the first monthly remittance advice due to the Purchaser following such Closing Date shall be furnished by the 12th calendar day, or if such day is not a Business Day, then the preceding Business Day.

Section 5.03 Monthly Advances by Company.

On the Business Day immediately preceding each Remittance Date, the Company shall deposit in the Custodial Account from its own funds or from amounts held for future distribution an amount equal to all Monthly Payments (with interest adjusted to the Mortgage Loan Remittance Rate) which were due on the Mortgage Loans during the applicable Due Period and which were delinquent at the close of business on the immediately preceding Determination Date or which were deferred pursuant to Section 4.01. Any amounts held for future distribution and so used shall be replaced by the Company by deposit in the Custodial Account on or before any future Remittance Date if funds in the Custodial Account on such Remittance Date shall be less than payments to the Purchaser required to be made on such Remittance 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 last Remittance Date prior to the Remittance Date for the distribution of all Liquidation Proceeds and other payments or recoveries (including REO Disposition Proceeds, Insurance Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan; provided, however, that such obligation shall cease if the Company determines, in its sole reasonable opinion, that advances with respect to such Mortgage Loan are non-recoverable by the Company from Liquidation Proceeds, Insurance Proceeds, REO Disposition Proceeds, Condemnation Proceeds, or otherwise with respect to a particular Mortgage Loan. In the event that the Company determines that any such advances are non-recoverable, the Company shall provide the Purchaser with a certificate signed by two officers of the Company evidencing such determination.

 
ARTICLE VI
 
GENERAL SERVICING PROCEDURES

Section 6.01 Transfers of Mortgaged Property.

The Company shall use its best efforts to enforce any "due-on-sale" provision contained in any Mortgage or Mortgage Note and to deny assumption by the Person to whom the Mortgaged Property has been or is about to be sold whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the Company shall, to the extent it has knowledge of such conveyance, immediately notify the Purchaser and exercise its rights to accelerate the maturity of such Mortgage Loan under the "due-on-sale" clause applicable thereto, provided, however, that the Company shall not exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related PMI Policy, if any.

If the Company reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Company shall enter into (i) an assumption and modification agreement with the Person to whom such property has been conveyed, pursuant to which such Person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event the Company is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and the Company has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note. If an assumption fee is collected by the Company for entering into an assumption agreement the fee will be retained by the Company as additional servicing compensation. In connection with any such assumption, neither the Mortgage Interest Rate borne by the related Mortgage Note, the term of the Mortgage Loan, the outstanding principal amount of the Mortgage Loan nor any other materials terms shall be changed without Purchaser’s consent.

To the extent that any Mortgage Loan is assumable, the Company shall inquire diligently into the credit worthiness of the proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee which are used with respect to underwriting mortgage loans of the same type as the Mortgage Loans. 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.

Section 6.02 Satisfaction of Mortgages and Release of Mortgage Loan Documents.

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 shall notify the Purchaser in the Monthly Remittance Advice as provided in Section 5.02, and may request the release of any Mortgage Loan Documents.

If the Company satisfies or releases a Mortgage without first having obtained payment in full of the indebtedness secured by the Mortgage or should the Company otherwise prejudice any rights the Purchaser may have under the mortgage instruments, upon written demand of the Purchaser, the Company shall repurchase the related Mortgage Loan at the Repurchase Price by deposit thereof in the Custodial Account within 2 Business Days of receipt of such demand by the Purchaser. The Company shall maintain the Fidelity Bond and Errors and Omissions Insurance Policy as provided for in Section 4.12 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.

Section 6.03 Servicing Compensation.

As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account or to retain from interest payments on the Mortgage Loans the amount of its Servicing Fee. The Servicing Fee shall be payable monthly and shall be computed on the basis of the outstanding principal balance and for the 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 payable solely from, the interest portion of such Monthly Payments.

Additional servicing compensation in the form of assumption fees, to the extent provided in Section 6.01, and late payment charges shall be retained by the Company to the extent not required to be deposited in the Custodial Account. 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 thereof except as specifically provided for herein.

Section 6.04 Annual Statements as to Compliance.

(i) The Company shall deliver to the Purchaser, on or before February 28, 2006, an Officer's Certificate, stating that (x) a review of the activities of the Company during the preceding calendar year and of performance under this Agreement or similar agreements has been made under such officer's supervision, and (y) to the best of such officer's knowledge, based on such review, the Company has fulfilled all 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 officer and the nature and status thereof and the action being taken by the Company to cure such default.

(ii) On or before March 1 of each calendar year, commencing in 2007, the Company shall deliver to the Purchaser and any Depositor a statement of compliance addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, to the effect that (a) 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 (b) 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.

Section 6.05 Annual Independent Public Accountants' Servicing Report.

Except with respect to Securitization Transactions occurring on or after January 1, 2006, on or before February 28, 2006, the Company, at its expense, shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to each Purchaser to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans similar in nature and that such firm is of the opinion that the provisions of this or similar agreements have been complied with, and that, on the basis of such examination conducted substantially in compliance with the Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, 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. By providing Purchaser a copy of a Uniform Single Attestation Program Report from their independent public accountant's on an annual basis, Company shall be considered to have fulfilled its obligations under this Section 6.05.

Section 6.06 Report on Assessment of Compliance and Attestation.

With respect to any Mortgage Loans that are the subject of a Securitization Transaction occurring on or before March 1 of each calendar year, commencing in 2007, the Company shall:

(i)  
deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser 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 D hereto;

(ii)  
deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser 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;

(iii)  
cause each Subservicer and each Subcontractor, determined by the Company pursuant to Section 425(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section 6.06; and

(iv)  
deliver to the Purchaser, 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 in the form attached hereto as Exhibit E.

The Company acknowledges that the parties identified in clause (iv) 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.

Section 6.07 Remedies.

(i) 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 Article 9, Section 6.04, Section 6.05 or Section 6.06, or any breach by the Company of a representation or warranty set forth in Section 9.01(e)(iv)(A), or in a writing furnished pursuant to Section 9.01(e)(iv)(B) 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 9.01(e)(iv)(B) to the extent made as of a date subsequent to such closing date, shall, except as provided in sub-clause (ii) of this Section, 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 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; provided that to the extent than 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.

(ii) 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 6.04, Section 6.05 or Section 6.06, including any failure by the Company to identify any Subcontract “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten (10) 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 or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company 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.

(iii) 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.

Section 6.08 Right to Examine Company Records.

The Purchaser, or its designee, shall have the right to examine and audit any and all of the books, records, or other information of the Company, whether held by the Company or by another on its behalf, with respect to or concerning this Agreement or the Mortgage Loans, during business hours or at such other times as may be reasonable under applicable circumstances, upon reasonable advance notice. The Purchaser shall pay its own expenses associated with such examination.

Section 6.09 Compliance with REMIC Provisions.

If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, the Company shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined Section 860(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860(d) of the Code) unless the Company has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax.

 
ARTICLE VII
 
COMPANY TO COOPERATE

Section 7.01 Provision of Information.

During the term of this Agreement, the Company shall furnish to the Purchaser such periodic, special, or other reports or information, and copies or originals of any documents contained in the Servicing File for each Mortgage Loan provided for herein. All other special reports or information not provided for herein as shall be necessary, reasonable, or appropriate with respect to the Purchaser or any regulatory agency will be provided at the Purchaser’s expense. All such reports, documents or information shall be provided by and in accordance with all reasonable instructions and directions which the Purchaser may give.

The Company shall execute and deliver all such instruments and take all such action as the Purchaser may reasonably request from time to time, in order to effectuate the purposes and to carry out the terms of this Agreement.

Section 7.02 Financial Statements; Servicing Facility.

In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a Consolidated Statement of Operations of the Company for the most recently completed two (2) fiscal years for which such a statement is available, as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of Operations. The Company also shall make available any comparable interim statements to the extent any such statements have been prepared by or on behalf of the Company (and are available upon request to members or stockholders of the Company or to the public at large).

The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting recent developments affecting the Company or the financial statements of the Company, 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 COMPANY

Section 8.01 Indemnification; Third Party Claims.

The Company shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary 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 perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Company immediately shall notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Purchaser) 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 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 promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Company's indemnification pursuant to Section 3.03, or the failure of the Company to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement.

Section 8.02 Merger or Consolidation of the Company.

The Company shall keep in full effect its existence, rights and franchises and shall obtain and preserve its qualification to do business 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, 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 which is a Fannie Mae/Freddie Mac-approved company in good standing and has a net worth of no less than $25 million. Furthermore, in the event the Company transfers or otherwise disposes of all or substantially all of its assets to an affiliate of the Company, such affiliate shall satisfy the condition above, and shall also be fully liable to the Purchaser for all of the Company's obligations and liabilities hereunder.

Section 8.03 Limitation on Liability of Company and Others.

Neither the Company nor any of the directors, 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, 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 other liability which would otherwise be imposed under this Agreement. The Company and any director, 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 any Person 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 opinion may involve it in any expense 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 Company shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such action.

Section 8.04 Limitation on Resignation and Assignment by Company.

The Purchaser has entered into this Agreement with the Company and subsequent Purchaser will purchase the Mortgage Loans in reliance upon the independent status of the Company, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Company shall neither assign this Agreement or the servicing rights hereunder or delegate its rights or duties hereunder (other than pursuant to Section 4.01) or any portion hereof or sell or otherwise dispose of all of its property or assets without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld.

The Company shall not 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 12.01.

Without in any way limiting the generality of this Section 8.04, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder (other than pursuant to Section 4.01) or any portion thereof or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement upon notice given as set forth in Section 10.01, without any payment of any penalty or damages and without any liability whatsoever to the Company or any third party.

 
ARTICLE IX
 
SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS

Section 9.01 Securitization Transactions; Whole Loan Transfers and Agency Transfers

The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Transfer or Securitization Transactions, retaining the Company as the servicer thereof or subservicer if a master servicer is employed, or as applicable the "seller/servicer." On the Reconstitution Date, the Mortgage Loans transferred may cease to be covered by this Agreement; provided, however, that, in the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement.

The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Transfer or Securitization Transaction in accordance with this Section 9.01. In connection therewith:

 
(a)
the Company shall make all representations and warranties with respect to the Mortgage Loans as of the related Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer, Agency Transfer or Securitization Transaction;

 
(b)
the Company shall negotiate in good faith and execute any seller/servicer agreements required to effectuate the foregoing provided such agreements create no greater obligation or cost on the part of the Company than otherwise set forth in this Agreement;

 
(c)
the Company shall provide as applicable:

 
(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 Purchaser shall request;

(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 believed necessary by the trustee, any Rating Agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers, Agency Transfers or Securitization Transactions. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Seller and Seller's counsel to review such seller/servicer agreements. Under this Agreement, the Company shall retain a Servicing Fee for each Mortgage Loan, at no less than the applicable Servicing Fee Rate; and

(iii)          at any time as required by any Rating Agency, such additional documents from the related Retained Mortgage File to the Custodian as may be required by such Rating Agency;
(d)          the Company shall with respect to any Mortgage Loans that are subject to a Securitization Transaction occurring on or before December 31, 2005,in which the filing of a Sarbanes-Oxley Certification directly with the Commission is required, by February 28, 2006, or in connection with any additional Sarbanes-Oxley Certification required to be filed upon thirty (30) days written request, an officer of the Company shall execute and deliver an Officer’s Certification substantially in the form attached hereto as Exhibit F, to the entity filing the Sarbanes-Oxley Certification directly with the Commission (such as the Purchaser, any master servicer, any trustee or any depositor) for the benefit of such entity and such entity’s affiliates and the officers, directors and agents of such entity and such entity’s affiliates, and shall indemnify such entity or persons arising out of any breach of Company’s obligations or representations relating thereto as provided in such Officer’s Certification.

 
(e)
the Company shall, in connection with any Securitization Transaction occurring on or after January 1, 2006, the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, 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) and (vii) of this subsection (e), 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 subsection (e).

 
(i)
if so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) 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, 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) against the Company, each Third-Party Originator and each Subservicer; and

 
(D)
a description of any affiliation or relationship 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 a 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 (1) the Company, if the Company is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (2) 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.

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 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; and

 
(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.

 
(iv)
If so requested by the Purchaser or any Depositor for the purpose of satisfying its 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) (1) notify the Purchaser and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Company, any Subservicer or any Third-Party Originator and (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company, any Subservicer or any Third-Party Originator and any of the parties specified in Section 9.01(e)(i)(D) (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, and (2) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.

 
(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 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 is reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

 
(vi)
(A)
The Company shall represent to the Purchaser, as of the date on which information is first provided to the Purchaser under this Section 9.01(e) that, except as disclosed in writing to the Purchaser prior to such date: (1) 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; (2) 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; (3) 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; (4) 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; (5) 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; (6) 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 (7) 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.

 
(B)
If so requested by the Purchaser on any date following the date on which information is first provided to the Purchaser under this Section 9.01(e), the Company shall, within five (5) Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in sub clause (A) above 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.

 
(vii)
In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Purchaser or any Depositor, the Company shall provide such information reasonably available to the Company regarding the performance of the Mortgage Loans as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.

 
(f)
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 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 and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

(i)           (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided under Sections 9.01(c) and (e) by or on behalf of the Company, or provided under Sections 9.01(c) and (e) 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 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 Sections 9.01(c) and (e), including any failure by the Company to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or

(iii)           any breach by the Company of a representation or warranty set forth in Section 9.01(e)(iv)(A) or in a writing furnished pursuant to Section 9.01(e)(iv)(B) 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 9.01(e)(iv)(B) to the extent made as of a date subsequent to such closing date.

In the case of any failure of performance described in sub-clause (ii) of this Section 9.01(f), 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.

 
(g)
the Purchaser and each Person who controls the Purchaser shall indemnify the Company, each affiliate of the Company, each Person who controls any of such parties or the Company (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 of the Company, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

(i)           (A) any untrue statement of a material fact contained or alleged to be contained in any offering materials related to a Securitization Transaction, including without limitation the registration statement, prospectus, prospectus supplement, any private placement memorandum, any offering circular, any computational materials, and any amendments or supplements to the foregoing (collectively, the “Securitization Materials”) or (B) the omission or alleged omission to state in the Securitization Materials a material fact required to be stated in the Securitization Materials or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is other than a statement or omission arising out of, resulting from, or based upon the Company Information.

The Purchaser and the Company acknowledge and agree that the purpose of Section 9.01(e) is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. 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. 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 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, 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.

In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the Reconstitution Date the Company shall prepare an Assignment of Mortgage in blank or to the trustee from the Company acceptable to the trustee for each Mortgage Loan that is part of the Whole Loan Transfers, Agency Transfer or Securitization Transactions. The Company shall pay all preparation and recording costs associated with the initial Assignment of Mortgage. The Company shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the trustee upon the Company's receipt thereof. Additionally, the Company shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all seller/servicer agreements. If required at any time by a Rating Agency, Purchaser or successor purchaser in connection with any Whole Loan Transfer, Agency Sale or Securitization Transaction, the Company shall deliver such additional documents from its Retained Mortgage File within thirty (30) Business Days to the Custodian, successor purchaser or other designee of the Purchaser as said Rating Agency, Purchaser or successor purchaser may require.

All Mortgage Loans (i) not sold or transferred pursuant to Whole Loan Transfers, Agency Transfer or Securitization Transactions or (ii) that are subject to a Securitization for which the related trust is terminated for any reason, shall remain subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect.

 
ARTICLE X
 
DEFAULT

Section 10.01 Events of Default.

Each of the following shall constitute an Event of Default on the part of the Company:

 
(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 two Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Purchaser; or

 
(ii)
failure by 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 or in the Custodial Agreement which continues unremedied for a period of 90 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 by the Custodian; or

 
(iii)
failure by the Company to maintain its license to do business in any jurisdiction where the Mortgaged Property is located if such license is required; or

 
(iv)
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, readjustment of debt, including bankruptcy, 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 degree or order shall have remained in force undischarged or unstayed for a period of 60 days; or

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

 
(vi)
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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations; or

 
(vii)
the Company ceases to meet the qualifications of a Fannie Mae/Freddie Mac servicer; or

 
(viii)
the Company attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of Section 8.04.

In each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, the Purchaser, by notice in writing to the Company, may terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof.

Upon receipt by the Company of such written 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 12.01. Upon written request from any Purchaser, the Company shall prepare, execute and deliver to the successor entity designated by the Purchaser any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Company's sole expense. The Company shall 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, Subsidy Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Section 10.02 Waiver of Defaults.

By a written notice, the Purchaser may waive any default by the Company in the performance of its obligations hereunder and its consequences. Upon any 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.

 
ARTICLE XI
 
TERMINATION

Section 11.01 Termination.

This Agreement shall terminate upon either: (i) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of any REO Property with respect to the last Mortgage Loan and the remittance of all funds due hereunder; or (ii) mutual consent of the Company and the Purchaser in writing.

Section 11.02 Termination Without Cause.

The Purchaser may terminate, at its sole option, any rights the Company may have hereunder, without cause as provided in this Section 11.02. Any such notice of termination shall be in writing and delivered to the Company by registered mail as provided in Section 12.05.

The Company shall be entitled to receive, as such liquidated damages, upon the transfer of the servicing rights, an amount equal to: (i) 2.75% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the Purchaser to the Company with respect to all of the Mortgage Loans for which a servicing fee rate of .25% is paid per annum, (ii) 3.25% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the Purchaser to the Company with respect to all of the Mortgage Loans for which a servicing fee rate of .375% is paid per annum, and (iii) 3.75% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the Purchaser to the Company with respect to all of the Mortgage Loans for which a servicing fee rate of .44% or greater is paid per annum.

 
ARTICLE XII
 
MISCELLANEOUS PROVISIONS

Section 12.01 Successor to Company.

Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Sections 8.04, 10.01, 11.01 (ii) or 11.02 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 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 it 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 the Company pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Company of the representations and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Section 3.03, 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 sale, assignment, 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, wherein the successor shall make the representations and warranties set forth in Section 3.01, except for subsection (h) with respect to the sale of the Mortgage Loans and subsections (i) and (k) thereof, 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 termination of this Agreement pursuant to Section 8.04, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Company arising out of the Company's actions or failure to act prior to any such termination or resignation.

The Company shall deliver promptly to the successor servicer the funds in the Custodial Account, Subsidy Account and Escrow Account and all Servicing Files and related documents and statements held by it hereunder and the Company shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company.

Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.05.

Section 12.02 Amendment.

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

Section 12.03 Governing Law.

This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Each of the Company and the Purchaser hereby knowingly, voluntarily and intentionally waives any and all rights it may have to a trial by jury in respect or any litigation based on, or arising out of, under, or in connection with, this Agreement, or any other documents and instruments executed in connection herewith, or any course of conduct, course of dealing, statements (whether oral or written), or actions of the Company or the Purchaser. This provision is a material inducement for the Purchaser to enter into this Agreement.

Section 12.04 Duration of Agreement.

This Agreement shall continue in existence and effect until terminated as herein provided. This Agreement shall continue notwithstanding transfers of the Mortgage Loans by the Purchaser.

Section 12.05 Notices.

All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:

(i)            if to the Company with respect to servicing and investor reporting issues:

Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: John B. Brown, MAC X2401-042

If to the Company with respect to all other issues:

Wells Fargo Bank, N.A.
7430 New Technology Way
Frederick, MD 21703
Attention: Structured Finance Manager, MAC X3906-012

In each instance with a copy to:
 
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: General Counsel, MAC X2401-06T

or such other address as may hereafter be furnished to the Purchaser in writing  by the Company;

(ii)           if to Purchaser:
 
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Dr., Suite 200
Irving, TX 75038
Attention: Ralene Ruyle

With a copy to:

Bear Stearns Mortgage Capital Corp.
383 Madison Avenue
New York, NY 10179
Attention: Baron Silverstein

Section 12.06 Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any reason whatsoever, 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.

Section 12.07 Relationship of Parties.

Nothing herein contained shall be deemed or construed to create a 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 the Purchaser.

Section 12.08 Execution; Successors and Assigns.

This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. Subject to Section 8.04, this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their respective successors and assigns.

Section 12.09 Recordation of Assignments of Mortgage.

To the extent permitted by applicable law, each of the Assignments of Mortgage 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 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 12.10 Assignment by Purchaser.

The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment, Assumption and Recognition Agreement substantially in the form attached as Exhibit G and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

Section 12.11 Solicitation of Mortgagor.

Neither party shall, after the related Closing Date, take any action to solicit the refinancing of any Mortgage Loan. It is understood and agreed that neither (i) promotions undertaken by either party or any affiliate of either party which are directed to the general public at large, including, without limitation, mass mailings based upon commercially acquired mailing lists, newspaper, radio, television advertisements nor (ii) serving the refinancing needs of a Mortgagor who, without solicitation, contacts either party in connection with the refinance of such Mortgage or Mortgage Loan, shall constitute solicitation under this Section.



[Intentionally Blank - Next Page Signature Page]




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    WELLS FARGO BANK, N.A.  
Purchaser  
Company
 
           
By:     By:      
           
Name:    
Name:
   
           
Title:    
Title:
   

 
          


STATE OF )
  ) ss:
COUNTY OF ___________ )

 
On the _____ day of _______________, 20___ before me, a Notary Public in and for said State, personally appeared      , known to me to be      of Wells Fargo Bank, N.A., the national banking association that executed the within instrument and also known to me to be the person who executed it on behalf of said bank, and acknowledged to me that such bank executed the within instrument.

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

 
       
   
Notary Public
 
         
      My Commission expires______________________  
         
   



STATE OF )
  ) ss:
COUNTY OF ___________ )


On the _____ day of _______________, 20___ before me, a Notary Public in and for said State, personally appeared _____________________________________, known to me to be the ______________________________ of EMC Mortgage Corporation, the corporation that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

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

 
       
   
Notary Public
 
         
      My Commission expires______________________  
       

 
 

 
 
EXHIBIT A


FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT
 
On this _____ day of __________, 20___, Wells Fargo Bank, N.A. (the "Seller") as the Seller under that certain Amended and Restated Master Mortgage Loan Purchase Agreement, ("Purchase Agreement") and as the Company under that certain Amended and Restated Master Seller's Warranties and Servicing Agreement (the "Servicing Agreement") each dated as of _______________, 20___, (collectively, the "Agreements") does hereby sell, transfer, assign, set over and convey to EMC Mortgage Corporation as the Purchaser (the "Purchaser") under the Purchase Agreement, and Purchaser hereby accepts from Seller, without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A, together with the Custodial Mortgage Files and Retained Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Servicing Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased. The Servicing Files retained by the Seller pursuant to Section 2.01 of the Servicing Agreement shall be appropriately marked to clearly reflect the sale of the related Mortgage Loans to the Purchaser.
 
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreements.
 
 
EMC Mortgage Corporation    Wells Fargo Bank, N.A.  
Purchaser  
Company
 
           
By:     By:      
           
Name:    
Name:
   
           
Title:    
Title:
   


 



EXHIBIT B


CUSTODIAL AGREEMENT
 
 

 

EXHIBIT C


CONTENTS OF EACH RETAINED MORTGAGE FILE,
SERVICING FILE AND CUSTODIAL MORTGAGE FILE

With respect to each Mortgage Loan, the Retained Mortgage File and Custodial Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and any prospective Purchaser, and which shall be retained by the Company in the Retained Mortgage File or Servicing File or delivered to the Custodian pursuant to Sections 2.01 and 2.03 of the Seller's Warranties and the Servicing Agreement to which this Exhibit is attached (the "Agreement"):

 
1.
The original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of   without recourse" and signed in the name of the Company by an authorized officer (in the event that the Mortgage Loan was acquired by the Company in a merger, the signature must be in the following form: "[Company], successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the signature must be in the following form: "[Company], formerly know as [previous name]").

 
2.
The original of any guarantee executed in connection with the Mortgage Note (if any).

 
3.
The original Mortgage, with evidence of recording thereon or a certified true and correct copy of the Mortgage sent for recordation. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Custodian, a photocopy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Custodian upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office or by the title insurance company that issued the title policy to be a true and complete copy of the original recorded Mortgage.

Further, with respect to MERS Mortgage Loans, (a) the Mortgage names MERS as the Mortgagee and (b) the requirements set forth in the Electronic Tracking Agreement have been satisfied, with a conformed recorded copy to follow as soon as the same is received by the Company.

 
4.
the originals or certified true copies of any document sent for recordation of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon.

 
5.
The original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording (except for the insertion of the name of the assignee and recording information). The Assignment of Mortgage must be duly recorded only if recordation is either necessary under applicable law or commonly required by private institutional mortgage investors in the area where the Mortgaged Property is located or on direction of the Purchaser as provided in the Custodial Agreement. If the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the Purchaser. If the Assignment of Mortgage is not to be recorded, the Assignment of Mortgage shall be delivered in blank. If the Mortgage Loan was acquired by the Company in a merger, the Assignment of Mortgage must be made by "[Company], successor by merger to [name of predecessor]." If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment of Mortgage must be by "[Company], formerly know as [previous name]."

 
6.
Originals or certified true copies of documents sent for recordation of all intervening assignments of the Mortgage with evidence of recording thereon, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Custodian, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office or by the title insurance company that issued the title policy to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Custodian upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment.

 
7.
The electronic form of PMI Policy as identified by certificate number.

 
8.
The original mortgagee policy of title insurance or other evidence of title such as a copy of the title commitment or copy of the preliminary title commitment.

 
9.
Any security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

10.          Original power of attorney, if applicable.
 
 
11.
For each Cooperative Loan, the original or a seller certified true copy of the following:
 
The original Pledge Agreement entered into by the Mortgagor with respect to such Cooperative Loan;
 
UCC-3 assignment in blank (or equivalent instrument), sufficient under the laws of the jurisdiction where the related Cooperative Apartment is located to reflect of record the sale and assignment of the Cooperative Loan to the Purchaser;
 
Original assignment of Pledge Agreement in blank showing a complete chain of assignment from the originator of the related Cooperative Loan to the Company;
 
Original Form UCC-1 and any continuation statements with evidence of filing thereon with respect to such Cooperative Loan;
 
Cooperative Shares with a Stock Certificate in blank attached;
 
Original Proprietary Lease;
 
Original Assignment of Proprietary Lease, in blank, and all intervening assignments thereof;
 
Original recognition agreement of the interests of the mortgagee with respect to the Cooperative Loan by the Cooperative, the stock of which was pledged by the related Mortgagor to the originator of such Cooperative Loan; and
 
Originals of any assumption, consolidation or modification agreements relating to any of the items specified above.

With respect to each Mortgage Loan, the Servicing File shall include each of the following items to the extent in the possession of the Company or in the possession of the Company’s agent(s):

 
12.
The original hazard insurance policy and, if required by law, flood insurance policy, in accordance with Section 4.10 of the Agreement.

 
13.
Residential loan application.

 
14.
Mortgage Loan closing statement.

 
15.
Verification of employment and income, unless originated under the Company's Limited Documentation program, Fannie Mae Timesaver Plus.

 
16.
Verification of acceptable evidence of source and amount of down payment.

 
17.
Credit report on the Mortgagor.

 
18.
Residential appraisal report.

 
19.
Photograph of the Mortgaged Property.

 
20.
Survey of the Mortgage property, if required by the title company or applicable law.

 
21.
Copy of each instrument necessary to complete identification of any exception set forth in the exception schedule in the title policy, i.e. map or plat, restrictions, easements, sewer agreements, home association declarations, etc.

 
22.
All required disclosure statements.

 
23.
If available, termite report, structural engineer's report, water potability and septic certification.

 
24.
Sales contract, if applicable.

 
25.
Evidence of payment of taxes and insurance premiums, insurance claim files, correspondence, current and historical computerized data files, and all other processing, underwriting and closing papers and records which are customarily contained in a mortgage loan file and which are required to document the Mortgage Loan or to service the Mortgage Loan.

 
26.
Amortization schedule, if available.

 
27.
Payment history for any Mortgage Loan that has been closed for more than 90 days.


In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 240 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld.

 


 
EXHIBIT D
 
SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE


Reg AB
Reference
Servicing Criteria
Applicable
Servicing
Criteria
Inapplicable
Servicing
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 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.
   
 
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.
   
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 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.
   
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.
   
 
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.
   




Reg AB
Reference
Servicing Criteria
Applicable
Servicing
Criteria
Inapplicable
Servicing
Criteria
 
Pool Asset Administration (cont’d)
   
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 mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
   
1122(d)(4)(ii)
Mortgage loan 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 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.
   
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.
   
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.
   
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.
   
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).
   
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.
   
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.
   
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.
   
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 accounts 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 E
 
FORM OF SARBANES CERTIFICATION

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

I, ________________________________, the _______________________ of [Name of Servicer], certify to [the Owner], [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 Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’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 Servicer during 200[ ] that were delivered by the Servicer to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Servicer Servicing Information”);

(2) Based on my knowledge, the Servicer 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 Servicer Servicing Information;

(3) Based on my knowledge, all of the Servicer Servicing Information required to be provided by the Servicer 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 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 Servicer has fulfilled its obligations under the Agreement; and

(5)  The Compliance Statement, the Servicing Assessment and the Attestation Report required to be provided by the Servicer 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 F
 
FORM OF SARBANES-OXLEY BACK-UP CERTIFICATION

I, ______________________, Vice President of Wells Fargo Bank, N.A. (the "Servicer"), certify to __________________, and its officers, directors, agents and affiliates (the "Sarbanes Certifying Party"), and with the knowledge and intent that they will rely upon this certification, that:

 
(i)
Based on my knowledge, the information relating to the Mortgage Loans and the servicing thereof submitted by the Servicer to the Sarbanes Certifying Party which is used in connection with preparation of the reports on Form 8-K and the annual report on Form 10-K filed with the Securities and Exchange Commission with respect to the Securitization, 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 date of this certification;

 
(ii)
The servicing information required to be provided to the Sarbanes Certifying Party by the Servicer under the relevant servicing agreement has been provided to the Sarbanes Certifying Party;

 
(iii)
I am responsible for reviewing the activities performed by the Servicer under the relevant servicing agreement and based upon the review required by the relevant servicing agreement, and except as disclosed in the Annual Statement of Compliance, the Annual Independent Public Accountant's Servicing Report and all servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans submitted to the Sarbanes Certifying Party, the Servicer has, as of the date of this certification fulfilled its obligations under the relevant servicing agreement; and

(iv)          I have disclosed to the Sarbanes Certifying Party all significant deficiencies relating to the Servicer's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the relevant servicing agreement.

 
(v)
The Servicer shall indemnify and hold harmless the Sarbanes Certifying Party and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Certification or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Sarbanes Certifying Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Sarbanes Certifying Party as a result of the losses, claims, damages or liabilities of the Sarbanes Certifying Party in such proportion as is appropriate to reflect the relative fault of the Sarbanes Certifying Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Certification or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Servicer.
 
           
           
Dated:      By:      
     
Name:
   
     
Title:
   




EXHIBIT G

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


____________, 20__


ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated ___________________, 20____ between _________________, a _________________ corporation having an office at _________________ ("Assignor") and _________________, having an office at _________________ ("Assignee"):

For and in consideration of the sum of one dollar ($1.00) and other valuable consideration the receipt and sufficiency of which are hereby acknowledge, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as Purchaser, in, to and under that certain Seller's Warranties and Servicing Agreement, (the "Seller's Warranties and Servicing Agreement"), dated as of _________________, by and between _________________ (the "Purchaser"), and _________________ (the "Company"), and the Mortgage Loans delivered thereunder by the Company to the Assignor, and that certain Custodial Agreement, (the "Custodial Agreement"), dated as of _________________, by and among the Company, the Purchaser and _________________ (the "Custodian").

2. The Assignor warrants and represents to, and covenants with, the Assignee that:

a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever;

b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller's Warranties and Servicing Agreement or the Mortgage Loans;

c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller's Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller's Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller's Warranties and Servicing Agreement or the Mortgage Loans; and

d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto.

3. That Assignee warrants and represent to, and covenants with, the Assignor and the Company pursuant to Section 12.10 of the Seller's Warranties and Servicing Agreement that:

a. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Seller's Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor's obligations as purchaser thereunder;

b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities laws of any state;

c. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000.00 and will be paid by cash remittance of the full purchase price within 60 days of the sale;

d. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other person. In this connection, neither the Assignee nor any person authorized to act therefor has offered to Mortgage Loans by means of any general advertising or general solicitation within the meaning of Rule 502(c) of US Securities and Exchange Commission Regulation D, promulgated under the Securities Act;

e. The Assignee considers itself a substantial sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans;

f. The Assignee has been furnished with all information regarding the Mortgage Loans that it has requested from the Assignor or the Company;

g. Neither the Assignee nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner which would constitute a distribution of the Mortgage Loans under the 33 Act or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and

h. Either (1) the Assignee is not an employee benefit plan ("Plan") within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan (also "Plan") within the meaning of section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code"), and the Assignee is not directly or indirectly purchasing the Mortgage Loans on behalf of, investment manager of, as named fiduciary of, as Trustee of, or with assets of, a Plan; or (2) the Assignee's purchase of the Mortgage Loans will not result in a prohibited transaction under section 406 of ERISA or section 4975 of the Code.

i. The Assignee's address for purposes of all notices and correspondence related to the Mortgage Loans and the Seller's Warranties and Servicing Agreements is:
 
     
     
     
     
     
     
 
Attention: _________________
 
     

 
The Assignee's wire transfer instructions for purposes of all remittances and payments related to the Mortgage Loans and the Seller's Warranties and Servicing Agreement is:
 
     
     
     
     
     
     
 
Attention: _________________
 
 

 
4. From and after the date hereof, the Company shall note the transfer of the Mortgage Loans to the Assignee in its books and records, the Company shall recognize the Assignee as the owner of the Mortgage Loans and the Company shall service the Mortgage Loans for the benefit of the Assignee pursuant to the Seller’s Warranties and Servicing Agreement, the terms of which are incorporated herein by reference. It is the intention of the Assignor, the Company and the Assignee that the Seller’s Warranties and Servicing Agreement shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors and assigns.

[Signatures Follow]





IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption to be executed by their duly authorized officers as of the date first above written.

 
       
Assignor  
Assignee
 
           
By:     By:      
           
Name:    
Name:
   
           
Its:    
Its:
   
           
Tax Payer Identification No.:   Tax Payer Identification No.:  
     

 

 
 
EXHIBIT H

ELECTRONIC DATA FILE

 
(1)
the street address of the Mortgaged Property including the city, state, county and zip code;

 
(2)
a code indicating whether the Mortgaged Property is a single family residence, a 2-4 family dwelling, a PUD, a cooperative, a townhouse, manufactured housing or a unit in a condominium project;

(3)           the Mortgage Interest Rate as of the Cut-off Date;

(4)           the current Monthly Payment;

(5)           loan term, number of months;

(6)           the stated maturity date;

 
(7)
the Stated Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of payments of principal due on or before the Cut-off Date;

 
(8)
the Loan-to-Value Ratio;

 
(9)
a code indicating whether the Mortgage Loan is an Interest Only Mortgage Loan;

 
(10)
a code indicating whether the Mortgage Loan is a temporary buydown (Y or N);

 
(11)
the Servicing Fee Rate;

 
(12)
a code indicating whether the Mortgage Loan is covered by lender-paid mortgage insurance (Y or N);

(13)         a code indicating whether the Mortgage Loan is a Time$aver® Mortgage Loan (Y or N);

 
(14)
the Mortgagor's first and last name;

 
(15)
a code indicating whether the Mortgaged Property is owner-occupied;

 
(16)
the remaining months to maturity from the Cut-off Date, based on the original amortization schedule;

 
(17)
the date on which the first Monthly Payment was due on the Mortgage Loan;

 
(18)
the last Due Date on which a Monthly Payment was actually applied to the actual principal balance;

 
(19)
the original principal amount of the Mortgage Loan;

 
(20)
a code indicating the purpose of the loan (i.e., purchase, financing, rate/term refinancing, cash-out refinancing);

 
(21)
the Mortgage Interest Rate at origination;

 
(22)
the date on which the first Monthly Payment was due on the Mortgage Loan;

 
(23)
a code indicating the documentation style (i.e., full (providing two years employment verification - 2 years W-2’s and current pay stub or 2 years 1040’s for self employed borrowers), alternative or reduced);

 
(24)
a code indicating if the Mortgage Loan is subject to a PMI Policy;

 
(25)
the Appraised Value of the Mortgage Property;

 
(26)
the sale price of the Mortgaged Property, if applicable;

(27)         the Mortgagor’s Underwriting FICO Score;

(28)         term of prepayment penalty in years;

(29)        a code indicating the product type;

(30)        a code indicating the credit grade of the Mortgage Loan;

 
(31)
the unpaid balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of all payments of principal;

(32)         the Note date of the Mortgage Loan;

 
(33)
the mortgage insurance certificate number and percentage of coverage, if applicable;

(34)         the Mortgagor’s date of birth;

 
(35)
the MIN Number for each Mortgage Loan, if applicable;

(36)        employer name;

(37)         subsidy program code;

(38)        servicer name;

(39)         the combined Loan-to-Value Ratio;

(40)         the total Loan-to-Value Ratio;

(41)         whether the Mortgage Loan is convertible (Y or N);

(42)         a code indicating whether the Mortgage Loan is a relocation loan (Y or N);

(43)         a code indicating whether the Mortgage Loan is a leasehold loan (Y or N);

(44)         a code indicating whether the Mortgage Loan is an Alt A loan (Y or N);

(45)         a code indicating whether the Mortgage Loan is a no ratio loan (Y or N);

 
(46)
a code indicating whether the Mortgage Loan is a Pledged Asset Mortgage Loan (Y or N);

(47)         effective LTV percentage for Pledged Asset Mortgage Loans;

(48)         citizenship type code;

 
(49)
a code indicating whether the Mortgage Loan is a conforming or non-conforming loan, based on the original loan balance;

(50)         the name of the client for which the Mortgage Loan was originated;

(51)         the program code;

(52)         the loan sub doc code;

(53)         the remaining interest-only term for Interest Only Mortgage Loans;

The Company shall provide the following
For the Home Mortgage Disclosure Act (HMDA):

(54)         the Mortgagor’s and co-Mortgagor’s (if applicable) ethnicity;

(55)         the Mortgagor’s and co-Mortgagor’s (if applicable) race;

(56)         lien status;

(57)         for cash-out refinance loans, the cash purpose;

(58)         the Mortgagor’s and co-Mortgagor’s (if applicable) gender;

(59)         the Mortgagor’s and co-Mortgagor’s (if applicable) social security numbers;

(60)         the number of units for the property;

(61)         the year in which the property was built;

(62)         the qualifying monthly income of the Mortgagor;

(63)         the number of bedrooms contained in the property;

(64)         a code indicating first time buyer (Y or N);

(65)         the total rental income, if any;

The Seller shall provide the following
for the adjustable rate Mortgage Loans (if applicable):

(66)         the maximum Mortgage Interest Rate under the terms of the Mortgage Note;

(67)         the Periodic Interest Rate Cap;

(68)         the Index;

(69)         the next Adjustment Date;

(70)         the Gross Margin; and

(71)         the lifetime interest rate cap.
 

 



MASTER MORTGAGE LOAN PURCHASE AGREEMENT


This is an Amended and Restated Master Mortgage Loan Purchase Agreement (the "Agreement"), dated as of November 1, 2004 by and between EMC Mortgage Corporation, having an office at 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 (the "Purchaser") and Wells Fargo Bank, N.A., having an office at 1 Home Campus, Des Moines, Iowa 50328-0001 (the "Seller").

W I T N E&am p;#1 60;S S E T H

WHEREAS, the Seller agrees to sell, and the Purchaser agrees to purchase, from time to time certain conventional residential mortgage loans (the "Mortgage Loans") on a servicing retained basis as described herein:

WHEREAS, the Mortgage Loans shall be delivered as pools of whole loans (each a “Loan Package”) on various dates as provided herein (each a “Closing Date”); and

WHEREAS, the parties intend hereby to set forth the terms and conditions upon which the proposed Transactions will be effected.

NOW THEREFORE, in consideration of the promises and the mutual agreements set forth herein, the parties hereto agree as follows:

SECTION 1.  All capitalized terms not otherwise defined herein have the respective meanings set forth in the Amended and Restated Master Seller's Warranties and Servicing Agreement, dated as of the date herewith (the“Master Seller's Warranties and Servicing Agreement").

SECTION 2. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance on the applicable related Cut-off Date in an amount as set forth in the related Commitment Letters or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans in the related Loan Package accepted by the Purchaser on the related Closing Date. The Mortgage Loans will be delivered pursuant to the Master Seller's Warranties and Servicing Agreement.

SECTION 3.  Mortgage Schedules. The Seller will provide the Purchaser with certain information constituting a listing of the Mortgage Loans to be purchased under this Agreement for each Transaction (the "Mortgage Loan Schedule"). Each Mortgage Loan Schedule shall conform to the definition of "Mortgage Loan Schedule" under the Master Seller's Warranties and Servicing Agreement.

SECTION 4.  Purchase Price. The purchase price for each Loan Package (the "Purchase Price") shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before the related Cut-off Date whether or not collected. The purchase price for a Loan Package may be adjusted as stated in the related Commitment Letter.

In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected 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 Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The 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. Therefore, 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 (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller 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 Seller to the Purchaser.

SECTION 5.  Examination of Mortgage Files. Prior to each Closing Date, the Seller shall (a) deliver to the Purchaser in escrow, for examination, the Mortgage File for each Mortgage Loan, including a copy of the Assignment of Mortgage, pertaining to each Mortgage Loan, or (b) make the Mortgage Files available to the Purchaser for examination at the Seller's offices or such other location as shall otherwise be agreed upon by the Purchaser and the Seller. Such examination may be made by the Purchaser or by any prospective purchaser of the Mortgage Loans from the Purchaser, at any time before or after such related Closing Date, upon prior reasonable notice to the Seller. The fact that the Purchaser or any prospective purchaser of the Mortgage Loans has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's (or any of its successor's) rights to demand repurchase, substitution or other relief as provided under the Master Seller's Warranties and Servicing Agreement.

Prior to Seller’s receipt of the Purchase Price, the Purchaser shall cause the Custodian to act as bailee for the sole and exclusive benefit of the Seller pursuant to the Custodial Agreement and act only in accordance with Seller’s instructions. Upon the Seller’s receipt of the Purchase Price, the Seller shall provide notification to the Custodian to release ownership of the Mortgage Loan Documents contained in the Custodial Mortgage File. Such notification shall be in a form of a written notice by facsimile or other electronic media, with a copy sent to the Purchaser. Subsequent to such release, such Mortgage Loan Documents shall be retained by the Custodian for the benefit of the Purchaser. All Mortgage Loan Documents related to Mortgage Loans not purchased by the Purchaser on the Closing Date, shall be maintained by the Custodian for the benefit of the Seller and shall be returned to the Seller within two (2) Business Days after the Closing Date.

SECTION 6.  Representations, Warranties and Agreements of Seller. The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Master Seller's Warranties and Servicing Agreement, as of each related Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Master Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the related Closing Date:

a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and

b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

SECTION 7.  Representation, Warranties and Agreement of Purchaser. The Purchaser, without conceding that the Mortgage Loans are securities, hereby makes the following representations, warranties and agreements, which shall have been deemed to have been made as of the related Closing Date.

a) the Purchaser understands that the Mortgage Loans have not been registered under the Securities Act or the securities laws of any state;

b) the Purchaser is acquiring the Mortgage Loans for its own account only and not for any other person;

c) the Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans;

d) the Purchaser has been furnished with all information regarding the Mortgage Loans which it has requested from the Seller or the Company; and

e) neither the Purchaser nor anyone acting on its behalf offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loan, any interest in any Mortgage Loan or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loan a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans.

SECTION 8.  Closing. The closing for the purchase and sale of each Loan Package shall take place on the related Closing Date. At the Purchaser's option, 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 shall be subject to each of the following conditions:

a) all of the representations and warranties of the Seller under this Agreement and under the Master Seller's Warranties and Servicing Agreement shall be true and correct as of such related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Master Seller's Warranties and Servicing Agreement;

b) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all Closing Documents as specified in Section 9 of this Agreement, 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 respective terms thereof;

c) the Seller shall have delivered and released to the Custodian under the Master Seller's Warranties and Servicing Agreement all documents required pursuant to the related Custodial Agreement, and

d) all other terms and conditions of this Agreement shall have been complied with.

Subject to the foregoing conditions, the Purchaser shall pay to the Seller on such related Closing Date the applicable Purchase Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the Seller.

SECTION 9.  Closing Documents. With respect to the Mortgage Loans, the Closing Documents shall consist of the following documents:

On the initial Closing Date:

 
1.
the Master Seller's Warranties and Servicing Agreement, in three counterparts;

 
2.
this Agreement in two counterparts;

 
3.
the Custodial Agreement, dated as November 30, 1999, by and between EMC Mortgage Corporation as Owner, and Wells Fargo Bank, N.A. (formerly Wells Fargo Bank Minnesota, N.A.) attached as an exhibit to the Master Seller's Warranties and Servicing Agreement;

 
4.
the Mortgage Loan Schedule for the related Loan Package, one copy to be attached to each counterpart of the Master Seller's Warranties and Servicing Agreement, to each counterpart of this Agreement, and to each counterpart of the Custodial Agreement, as the Mortgage Loan Schedule thereto;

 
5.
a Receipt and Certification, as required under the Custodial Agreement;

6.             an Opinion of Counsel of the Seller, in the form of Exhibit 1 hereto; and

7.            an Assignment and Conveyance Agreement for the related Mortgage Loans.

On each subsequent Closing Date, the following documents:

1.           the Mortgage Loan Schedule for the related Loan Package;

2.          an Assignment and Conveyance Agreement for the related Mortgage Loans; and

3.          a Receipt and Certification, as required under the Custodial Agreement.


SECTION 10.  Costs. The Purchaser shall pay any commissions due its salesmen, the legal fees and expenses of its attorneys and the costs and expenses associated with the Custodian. The Seller shall be responsible for reasonable costs and expenses associated with any preparation of the initial assignments of mortgage. All other costs and expenses incurred in connection with the transfer and delivery of the Mortgage Loans, including fees for title policy endorsements and continuations and the Seller's attorney fees, shall be paid by the Seller.

SECTION 11.  Servicing The Mortgage Loans shall be serviced by the Seller in accordance with the terms of the Master Seller's Warranties and Servicing Agreement. The Seller shall be entitled to servicing fees calculated as provided therein, at the Servicing Fee Rate.

SECTION 12.  Financial Statements. The Seller understands that in connection with the Purchaser's marketing of the Mortgage Loans, the Purchaser shall make available to prospective purchasers a Consolidated Statement of Operations of the Seller for the most recently completed two fiscal years respecting which such a statement is available, as well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by such Consolidated Statement of Operations. The Purchaser shall also make available any comparable interim statements to the extent any such statements have been prepared by the seller in a format intended or otherwise suitable for the public at large. The Seller, if it has not already done so, agrees to furnish promptly to the Purchaser copies of the statements specified above. The Seller shall also make available information on its servicing performance with respect to loans in its own portfolio and loans serviced for others (if any), including foreclosure and delinquency ratios.

The Seller also agrees to allow access to a knowledgeable (as shall be determined by the Seller) financial or accounting officer for the purpose of answering questions asked by any prospective purchaser regarding recent developments affecting the Seller or the financial statements of the Seller.

SECTION 13.  Mandatory Delivery. The sale and delivery on each Closing Date of the related Mortgage Loans described on the respective Mortgage Loan Schedules is mandatory, it being specifically understood and agreed that each Mortgage Loan must be unique and identifiable on such related Closing Date and that an award of money damages would be insufficient to compensate the Purchaser for the losses and damages incurred by the Purchaser (including damages to prospective purchasers of the Mortgage Loans) in the event of the Seller's failure to deliver the Mortgage Loans on or before such related Closing Date. All rights and remedies of the Purchaser under this Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.

SECTION 14.  Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the other party at the address shown on the first page hereof, or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice of 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 15.  Severability Clause. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement without regard to such invalidity.

SECTION 16.  Counterparts. This 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.

SECTION 17.  Place of Delivery and Governing Law. This Agreement shall be deemed in effect when a fully executed counterpart thereof is received by the Purchaser in the State of New York and shall be deemed to have been made in State of New York. The Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by Federal Law.

Each of the Seller and the Purchaser hereby knowingly, voluntarily and intentionally waives any and all rights it may have to a trial by jury in respect of any litigation based on, or arising out of, under, or in connection with, this Agreement, or any other documents and instruments executed in connection herewith, or any course of conduct, course of dealing, statements (whether oral or written), or actions of the Seller or the Purchaser. This provision is a material inducement for the Purchaser to enter into this Agreement.

SECTION 18.  Further Agreements. The Purchaser and the Seller each agree to execute and deliver to the other such additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

Without limiting the generality of the foregoing, the Seller shall reasonably cooperate with the Purchaser in connection with the initial resales of the Mortgage Loans by the Purchaser. In that connection, the Seller shall provide to the Purchaser: (i) any and all information and appropriate verification of information, whether through letters of its auditors and counsel or otherwise, as the Purchaser shall reasonably request, and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser in connection with such resales. The requirement of the Seller pursuant to (ii) above shall terminate on the related Closing Date, except as provided pursuant to Article IX of the Master Seller’s Warranties and Servicing Agreement. Prior to incurring any out-of-pocket expenses pursuant to this paragraph, the Seller shall notify the Purchaser in writing of the estimated amount of such expense. The Purchaser shall reimburse the Seller for any such expense following its receipt of appropriate details thereof.

SECTION 19.  Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, an undivided 100% ownership interest in the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for Federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Loan Files to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review.

SECTION 20.  Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective successors and assigns of the Seller and the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the Purchaser.

SECTION 21. Waivers; Other Agreements. No term or provision of this 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.

SECTION 22. Exhibits. The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

SECTION 23. General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

a) 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;

b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;

c) 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;

d) 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;

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

f) the term "include" or "including" shall mean without limitation by reason of enumeration.

SECTION 24. Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing, and (c) 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.
[Signatures Follow]




IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.
 
 
     
EMC MORTGAGE CORPORATION
 
      (Purchaser)  
           
      By:      
     
Name:
   
     
Title:
   
 
     
WELLS FARGO BANK, N.A.
 
      (Seller)  
           
      By:      
     
Name:
   
     
Title:
   



 

 
 
EXHIBIT 1
 
FORM OF OPINION OF COUNSEL

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Re: Mortgage Loan Sale by Wells Fargo Bank, N.A. (the “Company”) to EMC Mortgage Corporation (the “Purchaser”) of first lien mortgage loans (the “Mortgage Loans”) pursuant to that certain Amended and Restated Master Seller’s Warranties and Servicing Agreement and Amended and Restated Master Mortgage Loan Purchase Agreement by and between the Company and the Purchaser, dated as of November 1, 2005.

Dear Sir/Madam:

I am @ of Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank, N.A. (the “Company”), with respect to certain matters in connection with the sale by the Company of Mortgage Loans pursuant to that certain Amended and Restated Master Seller’s Warranties and Servicing Agreement and Amended and Restated Master Mortgage Loan Purchase Agreement by and between the Company and EMC Mortgage Corporation (the “Purchaser”), dated as of November 1, 2005, (the “Agreements”), which sale is in the form of whole Mortgage Loans. Capitalized terms not otherwise defined herein have the meanings set forth in the Amended and Restated Master Seller’s Warranties and Servicing Agreement.

I have examined the following documents:

1.  
the Amended and Restated Master Seller’s Warranties and Servicing Agreement;

2.  
the Amended and Restated Master Mortgage Loan Purchase Agreement;

3.  
the Custodial Agreement;

4.  
the form of endorsement of the Mortgage Notes; and

5.  
such other documents, records and papers as I have deemed necessary and relevant as a basis for this opinion.

To the extent I have deemed necessary and proper, I have relied upon the representations and warranties of the Company contained in the Agreements. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents.

Based upon the foregoing, it is my opinion that;

1.
The Company is a national banking association duly organized, validly existing and in good standing under the laws of the United States.

2.
The Company has the power to engage in the transactions contemplated by the Agreements, the Custodial Agreement and all requisite power, authority and legal right to execute and deliver the Agreements, the Custodial Agreement and the Mortgage Loans, and to perform and observe the terms and conditions of such instruments.

3.
Each person who, as an officer or attorney-in-fact of the Company, signed (a) the Agreements, each dated as of November 1, 2005, by and between the Company and the Purchaser, and (b) any other document delivered prior hereto or on the date hereof in connection with the sale and servicing of the Mortgage Loans in accordance with the Agreements was, at the respective times of such signing and delivery, and is, as of the date hereof, duly elected or appointed, qualified and acting as such officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures.

4.
Each of the Agreements, the Custodial Agreement, and the Mortgage Loans, has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement enforceable in accordance with its terms, subject to the effect of insolvency, liquidation, convervatorship and other similar laws administered by the Federal Deposit Insurance Corporation affecting the enforcement of contract obligations of insured banks and subject to the application of the rules of equity, including those respecting the availability of specific performance, none of which will materially interfere with the realization of the benefits provided thereunder or with the Purchaser’s ownership of the Mortgage Loans.

5.
The Company has been duly authorized to allow any of its officers to execute any and all documents by original signature in order to complete the transactions contemplated by the Agreements and the Custodial Agreement, and by original or facsimile signature in order to execute the endorsements to the Mortgage Notes and the assignments of the Mortgages, and the original or facsimile signature of the officer at the Company executing the endorsements to the Mortgage Notes and the assignments of the Mortgages represents the legal and valid signature of said officer of the Company.

6.
Either (i) 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 the Agreements, the Custodial Agreement or the sale and delivery of the Mortgage Loans or the consummation of the transactions contemplated by the Agreements, and the Custodial Agreement; or (ii) any required consent, approval, authorization or order has been obtained by the Company.

7.
Neither the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Agreements and the Custodial Agreement, will conflict with or results in or will result in a breach of or constitutes or will constitute a default under the charter or by-laws of the Company, the terms of any indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which it is subject, or violates any statute or order, rule, regulations, writ, injunction or decree of any court, governmental authority or regulatory body to which the Company is subject or by which it is bound.

8.
There is no action, suit, proceeding or investigation pending or, to the best of my knowledge, threatened against the Company which, in my opinion, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Company or in any material impairment of the right or ability of the Company to carry on its business substantially as now conducted or in any material liability on the part of the Company or which would draw into question the validity of the Agreements, and the Custodial Agreement, or of any action taken or to be taken in connection with the transactions contemplated thereby, or which would be likely to impair materially the ability of the Company to perform under the terms of the Agreements and the Custodial Agreement.

9.
For purposes of the foregoing, I have not regarded any legal or governmental actions, investigations or proceedings to be "threatened" unless the potential litigant or governmental authority has manifested to the legal department of the Company or an employee of the Company responsible for the receipt of process a present intention to initiate such proceedings; nor have I regarded any legal or governmental actions, investigations or proceedings as including those that are conducted by state or federal authorities in connection with their routine regulatory activities. The sale of each Mortgage Note and Mortgage as and in the manner contemplated by the Agreements is sufficient fully to transfer all right, title and interest of the Company thereto as noteholder and mortgagee, apart from the rights to service the Mortgage Loans pursuant to the Agreements.

10.
The form of endorsement that is to be used with respect to the Mortgage Loans is legally valid and sufficient to duly endorse the Mortgage Notes to the Purchaser. Upon the completion of the endorsement of the Mortgage Notes and the completion of the assignments of the Mortgages, and the recording thereof, the endorsement of the Mortgage Notes, the delivery to the Custodian of the completed assignments of the Mortgages, and the delivery of the original endorsed Mortgage Notes to the Custodian would be sufficient to permit the entity to which such Mortgage Note is initially endorsed at the Purchaser’s direction, and to whom such assignment of Mortgages is initially assigned at the Purchaser’s direction, to avail itself of all protection available under applicable law against the claims of any present or future creditors of the Company, and would be sufficient to prevent any other sale, transfer, assignment, pledge or hypothecation of the Mortgages and the Mortgage Notes by the Company from being enforceable.

This opinion is given to you for your sole benefit, and no other person or entity is entitled to rely hereon except that the purchaser or purchasers to which you initially and directly resell the Mortgage Loans may rely on this opinion as if it were addressed to them as of its date.

Sincerely,
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ASSIGNMENT AND CONVEYANCE AGREEMENT

On this 24th day of October, 2006, Wells Fargo Bank, N.A. (the "Company") as the Seller under that certain Amended and Restated Master Mortgage Loan Purchase Agreement, (the "Purchase Agreement") and as the Company under that certain Amended and Restated Master Seller's Warranties and Servicing Agreement (the "Servicing Agreement") each dated as of November 1, 2005, (collectively, the "Agreements"), does hereby sell, transfer, assign, set over and convey to EMC Mortgage Corporation as the Purchaser (the "Purchaser") under the Agreements, and Purchaser hereby accepts from Company, without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A, together with the Custodial Mortgage Files and Retained Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Servicing Agreement, the Company has delivered the Mortgage Loan Documents in the Custodial Mortgage File. The Servicing Files and the Retained Mortgage Files retained by the Company pursuant to Section 2.01 of the Servicing Agreement shall be appropriately marked to clearly reflect the sale of the related Mortgage Loans to the Purchaser.

In connection with the execution of this Assignment and Conveyance Agreement, the Company and the Purchaser hereby agree that the following modifications to the Servicing Agreement shall apply only as to the Mortgage Loans listed on Exhibit A:

 
(a)  
Article I (Definitions) of the Servicing Agreement is hereby amended by inserting the following new definitions, in alphabetical order:

Balloon Loan: A Mortgage Loan for which the Monthly Payments will not fully amortize the loan by the end of the term, at which time the balance of the principal is due in a lump sum.
 
LPMI Fee: The portion of the Mortgage Interest Rate as set forth on the related Mortgage Loan Schedule (which shall be payable solely from the interest portion of Monthly Payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds) which shall be used to pay the premium due on the related LPMI Policy.

 
Unverified Information: Pursuant to the attached Exhibit B and to the applicable Underwriting Guidelines, information regarding the Mortgagor’s income, source of income, and/or assets that is stated on the loan application by the Mortgagor but not verified in the origination process as described in the applicable Underwriting Guidelines, for the Mortgage Loans identified as having been originated with Unverified Information on the Mortgage Loan Schedule.

(b)  
Article I, (Definitions), of the Servicing Agreement is hereby amended by deleting the definition of “Mortgage Loan Remittance Rate” in its entirety and replacing it with the following:

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 related Mortgage Interest Rate minus the sum of (a) the Servicing Fee Rate and (b) the LPMI Fee, if applicable.
 
(c)  
Article III (Representations and Warranties Remedies and Breach) of the Servicing Agreement is hereby amended by deleting Section 3.02(a) in its entirety and replacing it with the following:

(a)  
Mortgage Loans as Described.

The information set forth in the Mortgage Loan Schedule and Exhibit B and the information contained on the electronic Data File delivered to the Purchaser is true and correct; provided that the Company makes no representation or warranty as to the accuracy of Unverified Information;
 
(d)  
Article III, (Representations and Warranties Remedies and Breach), of the Servicing Agreement is hereby amended by deleting Section 3.02(h) in its entirety and replacing it with the following:

(h)  
No Fraud.
 
No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Company, the Mortgagor (except with respect to the accuracy of Unverified Information) or, to the best of the Company’s knowledge, any appraiser, any builder, or any developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;

(e)  
Article III, Section 3.02(u), of the Servicing Agreement is hereby modified by deleting Section 3.02 (u) in its entirety and replacing it with the following:

(u)  
Payment Terms.

Except with respect to the Interest Only Mortgage Loans, principal payments commenced no more than 60 days after the funds were disbursed to the Mortgagor in connection with the Mortgage Loan. Each Mortgage Loan is payable in equal monthly installments of principal and interest, with interest calculated and payable in arrears, sufficient (except with respect to Balloon Loans) to amortize the Mortgage Loan fully by the stated maturity date set for in the Mortgage Note over an original term to maturity of not more than thirty (30) years. With respect to each Balloon Loan, the Mortgage Loan is payable in equal monthly installments of principal and interest based on a fifteen (15), thirty (30) or forty (40) year amortization schedule, as set forth in the related Mortgage Note, and a final lump sum payment substantially greater than the preceding Monthly Payment is required which is sufficient to amortize the remaining principal balance of the Balloon Loan. No Balloon Loan has an original stated maturity of less than seven (7) years. 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 Gross Margin, rounded up or down to the nearest multiple of 0.125% indicated by the Mortgage Note; provided that the Mortgage Interest Rate will not increase or decrease by more than the Periodic Interest Rate Cap on any Adjustment Date, and will in no event exceed the maximum Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate listed on the Mortgage Note for such Mortgage Loan. Each adjustable rate Mortgage Note requires a monthly payment which is sufficient, during the period prior to the first adjustment to the Mortgage Interest Rate, 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; provided however, with respect to any Interest Only Mortgage Loans, the Mortgage Note allows a Monthly Payment of interest only during the period prior to the first Adjustment Date and upon the first adjustment to the Mortgage Interest Rate, the Mortgage Note requires a Monthly Payment of principal and interest, sufficient to fully amortize the outstanding principal balance over the then remaining term of such Mortgage Loan. As to each adjustable rate Mortgage Loan, if the related Mortgage Interest Rate changes on an adjustment date, the then outstanding principal balance will be reamortized over the remaining life of such Mortgage Loan. No Mortgage Loan contains terms or provisions which would result in negative amortization;

 
(f)
Article IV, Section 4.02, of the Servicing Agreement is hereby modified by deleting from the first paragraph the phrase "of the Company's intention to do so, and the Company shall not commence foreclosure proceedings if the Purchaser objects to such action within three (3) Business Days of receiving such notice."

(g)           Article IV, Section 4.04, of the Servicing Agreement is hereby modified by deleting from the second paragraph the phrase “within one (1) Business Day of Company’s receipt” and replacing it with the phrase “within two (2) Business Days of the Company’s receipt”.

(h)          Article IV, Section 4.06, of the Servicing Agreement is hereby modified by deleting from the second paragraph the phrase “within one (1) Business Days of Company’s receipt” and replacing it with the phrase “within two (2) Business Days of the Company’s receipt”.

(i)            Article V, Section 5.03, of the Servicing Agreement is hereby modified by adding as the last sentence to the paragraph “The Company shall not have an obligation to advance amounts in respect to shortfalls in excess of what is required under the Servicemembers Civil Relief Act or similar state and local laws for all applicable Mortgage Loans.”

(j)            Article VI, Section 6.02, of the Servicing Agreement is hereby modified by adding to the second line of the second paragraph the phrase “(other than as a result of a modification of the Mortgage pursuant to this Agreement or a liquidation of the Mortgaged Property pursuant to the terms of this Agreement)” after the phrase “secured by the Mortgage”.

(k)           Article VI, Section 6.05, of the Servicing Agreement is hereby modified by deleting it in its entirety and replacing it with “RESERVED”.

(l)           Article XII, Section 12.05, of the Servicing Agreement is hereby modified by amending the following address:

Wells Fargo Bank, N.A.
1 Home Campus
Des Moines IA 50328-0001

Attention: John B. Brown, MAC X2302-033
Fax number: 515-324-3118

 
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreements.



 

 
IN WITNESS WHEREOF, the parties hereto, by the hands of their duly authorized officers, execute this Assignment and Conveyance Agreement as of the date first set forth above.
 

EMC MORTGAGE CORPORATION
Purchaser
 
WELLS FARGO BANK, N.A.
Company
                             
                             
By:
   
By:
 
Name:
   
Name:
 
Title:
   
Title:
 
 






EXHIBIT A

MORTGAGE LOAN SCHEDULE




EXHIBIT B


Loan Number
Documentation Level
0058117706
FULL
0060475696
FULL
0060613007
FULL
0061143467
FULL
0061670113
FULL
0061874194
SIVA
0062008164
NODOC
0062320932
FULL
0062767025
FULL
0062847702
NODOC
0062931167
FULL
0063029987
FULL
0063060305
FULL
0063344071
FULL
0063629976
FULL
0063701502
FULL
0063781991
FULL
0063809735
FULL
0063866693
FULL
0064013188
FULL
0064197726
SISA
0064253727
FULL
0064419468
FULL
0064576143
FULL
0064576705
SISA
0064587397
SIVA
0064588635
SIVA
0064659584
SIVA
0064671852
NODOC
0064697337
FULL
0064705411
FULL
0064734445
FULL
0064802853
FULL
0064803612
FULL
0064852981
FULL
0064860042
SIVA
0064882616
FULL
0064956329
FULL
0064972508
FULL
0065079618
FULL
0065088932
FULL
0065102717
NODOC
0065115438
FULL
0065170383
FULL
0065180663
NODOC
0065230237
FULL
0065232316
FULL
0065257669
FULL
0065264269
FULL
0065265837
FULL
0065278079
FULL
0065293029
FULL
0065319451
FULL
0065339996
NODOC
0065387722
FULL
0065425498
SISA
0065432114
FULL
0065462905
FULL
0065516056
FULL
0065530602
FULL
0065608242
FULL
0065617631
FULL
0065661407
FULL
0065693699
FULL
0065734022
FULL
0065752388
FULL
0065773095
NODOC
0065793861
NODOC
0065819922
FULL
0065821423
SIVA
0065825721
FULL
0065858193
SIVA
0065869786
FULL
0065903668
FULL
0065916389
NODOC
0065930612
FULL
0065940447
FULL
0065997389
FULL
0065998924
SIVA
0066020405
FULL
0066029422
FULL
0066029935
FULL
0066031444
FULL
0066048729
FULL
0066099854
NODOC
0066101288
FULL
0066110875
NODOC
0066133083
FULL
0066146481
FULL
0066171711
FULL
0066201062
FULL
0066205915
FULL
0066208588
FULL
0066212655
NODOC
0066230608
FULL
0066242934
SIVA
0066243999
NODOC
0066287202
FULL
0066332768
FULL
0066340159
FULL
0066342437
FULL
0066345406
FULL
0066348301
FULL
0066349499
FULL
0066358698
NODOC
0066358854
FULL
0066367764
NODOC
0066375775
FULL
0066384769
FULL
0066400987
FULL
0066404203
SIVA
0066435157
FULL
0066453374
SIVA
0066457615
FULL
0066475187
FULL
0066484924
SIVA
0066485053
SISA
0066491994
FULL
0066506023
FULL
0066514886
SIVA
0066531229
FULL
0066532094
NODOC
0066537754
FULL
0066537861
FULL
0066557083
FULL
0066557125
FULL
0066567314
FULL
0066570268
SIVA
0066591983
FULL
0066603069
FULL
0066605338
FULL
0066646282
FULL
0066646555
FULL
0066654708
FULL
0066673302
FULL
0066679218
FULL
0066682329
FULL
0066682899
FULL
0066696865
SIVA
0066705534
FULL
0066726548
FULL
0066746256
FULL
0066773383
SISA
0066778267
FULL
0066781956
FULL
0066788688
FULL
0066808734
FULL
0066812041
FULL
0066818048
FULL
0066828278
NODOC
0066828302
SISA
0066841776
FULL
0066844101
FULL
0066871039
SIVA
0066874678
FULL
0066880469
FULL
0066900176
SIVA
0066905894
FULL
0066911744
FULL
0066917147
FULL
0066917956
SIVA
0066921941
SISA
0066928177
FULL
0066939695
FULL
0066940545
SIVA
0066941774
NODOC
0066944604
NODOC
0066976358
FULL
0066976481
FULL
0066985987
FULL
0066988916
FULL
0066993601
FULL
0067001354
FULL
0067005975
SISA
0067020545
FULL
0067023911
NODOC
0067031195
FULL
0067034363
FULL
0067039065
SIVA
0067041004
NODOC
0067049759
SISA
0067056598
NODOC
0067058925
NODOC
0067066449
FULL
0067073007
SIVA
0067091033
FULL
0067096214
SIVA
0067104356
FULL
0067111039
FULL
0067115253
FULL
0067134783
SIVA
0067148999
FULL
0067183251
SIVA
0067184374
NODOC
0067196493
FULL
0067210146
FULL
0067222885
NODOC
0067225755
FULL
0067226035
SISA
0067249839
FULL
0067254623
SIVA
0067277277
FULL
0067280594
FULL
0067281048
SIVA
0067306217
FULL
0067308718
SIVA
0067309831
FULL
0067309955
SISA
0067312611
FULL
0067360701
FULL
0067361451
NODOC
0067367979
FULL
0067369793
SISA
0067374272
SISA
0067380683
NODOC
0067383612
FULL
0067386045
FULL
0067386474
FULL
0067396366
FULL
0067409276
SISA
0067410829
SISA
0067413625
NODOC
0067414516
NODOC
0067416388
SIVA
0067417766
NODOC
0067418152
NRSA
0067420703
NODOC
0067420745
SISA
0067423384
SISA
0067425702
NODOC
0067427054
SISA
0067432757
FULL
0067433482
FULL
0067439588
SIVA
0067448639
SISA
0067459917
NRSA
0067462861
FULL
0067463349
NODOC
0067463505
NRSA
0067464776
SISA
0067465567
FULL
0067468389
NODOC
0067473744
SISA
0067473785
NODOC
0067474916
SIVA
0067481143
SISA
0067485482
SISA
0067489575
NODOC
0067493676
NODOC
0067494062
NODOC
0067501148
NODOC
0067503482
NODOC
0067507459
FULL
0067510503
NODOC
0067513994
FULL
0067522136
SISA
0067524231
NODOC
0067541532
FULL
0067542381
NODOC
0067542415
FULL
0067553503
SISA
0067553545
SISA
0067553792
NODOC
0067562579
NODOC
0067567818
NRVA
0067568196
SISA
0067568634
NRSA
0067571737
SISA
0067574749
NODOC
0067580951
SIVA
0067607424
SIVA
0067629691
NODOC
0067630491
NRSA
0067635904
SIVA
0067636233
SISA
0067638155
FULL
0067639724
SISA
0067645697
SISA
0067646752
SIVA
0067673228
SISA
0067673533
SISA
0067676445
SISA
0067678474
NRSA
0067681122
SISA
0067681619
FULL
0067687699
FULL
0067692202
NODOC
0067705855
SISA
0067708792
SISA
0067725036
FULL
0067735647
FULL
0067771907
SIVA
0067774273
FULL
0067776617
NODOC
0067791376
FULL
0067796607
NODOC
0067823328
NODOC
0067831842
SIVA
0067839233
SISA
0067858183
NRVA
0067864751
NRSA
0067864918
SIVA
0067907543
NODOC
0067907717
SISA
0067926451
SISA
0067929612
SISA
0067937391
SIVA
0067952416
SISA
0067983015
FULL
0067992701
SIVA
0068014786
SIVA
0068022664
SISA
0068071497
FULL
0068073212
SISA
0068085612
NRSA
0068099217
NRVA
0068100569
SIVA
0068115047
NODOC
0068155167
NODOC
0068162684
NODOC
0068163278
SISA
0068183938
SISA
0134929488
SIVA
0141504183
NRVA
0142639756
FULL
0143199412
NRSA
0143261121
NRSA
0144037389
NRSA
0144037983
NRSA
0144076536
NRSA
0144089711
NRVA
0144090776
NRVA
0144184322
NRSA
0144213659
NRSA
0144289501
SISA
0144427192
SISA
0144981867
SISA
0146005228
NODOC
0147711105
FULL
0148448467
SIVA
0149473696
FULL
0150375228
SIVA
0150980407
SIVA
0151122132
FULL
0151135217
FULL
0151246253
FULL
0151419017
SIVA
0151485299
FULL
0151658325
NODOC
0151721172
FULL
0151739224
FULL
0151756962
FULL
0151808698
NODOC
0151809316
NODOC
0151855657
SIVA
0151897758
FULL
0151931169
NODOC
0151960051
FULL
0152006177
FULL
0152009999
NODOC
0152038303
NODOC
0152148862
SISA
0152165841
FULL
0152196721
SIVA
0152197364
NODOC
0152231254
NODOC
0152283594
NODOC
0152327649
FULL
0152345427
FULL
0152356754
NODOC
0152374641
NODOC
0152395828
SIVA
0152403317
FULL
0152403556
FULL
0152404927
FULL
0152405247
FULL
0152449526
NODOC
0152461737
NODOC
0152477097
NODOC
0152481313
FULL
0152490538
NODOC
0152494241
FULL
0152495438
FULL
0152514568
NODOC
0152524948
FULL
0152531554
FULL
0152533063
SIVA
0152553814
FULL
0152560686
FULL
0152576906
FULL
0152577177
FULL
0152581609
FULL
0152602421
FULL
0152606455
NODOC
0152626321
FULL
0152630604
FULL
0152637757
NODOC
0152643631
NODOC
0152654752
FULL
0152664199
SISA
0152669164
FULL
0152677233
NODOC
0152678082
FULL
0152691168
NODOC
0152715595
NODOC
0152718888
FULL
0152719498
SIVA
0152724423
FULL
0152724944
SIVA
0152741906
NODOC
0152743159
FULL
0152745923
FULL
0152770749
NODOC
0152819918
FULL
0152828307
FULL
0152844361
FULL
0152856282
FULL
0152859146
FULL
0152873139
NODOC
0152879169
FULL
0152879763
FULL
0152888228
NODOC
0152889663
NODOC
0152890034
FULL
0152892055
FULL
0152895314
FULL
0152895595
NODOC
0152896684
NODOC
0152897435
SIVA
0152902805
SIVA
0152913919
NODOC
0152918298
FULL
0152923538
NODOC
0152925012
FULL
0152934022
FULL
0152949608
NODOC
0152950259
FULL
0152962825
NODOC
0152965547
FULL
0152982146
NODOC
0152988309
NODOC
0152989273
FULL
0152989422
FULL
0152991352
FULL
0152993846
NODOC
0152994398
FULL
0152999405
SIVA
0153009725
FULL
0153013693
NODOC
0153016522
FULL
0153017983
NODOC
0153018163
SIVA
0153019716
FULL
0153021449
FULL
0153025465
SIVA
0153025887
SIVA
0153027172
FULL
0153027982
FULL
0153036223
NODOC
0153037221
FULL
0153037957
FULL
0153049887
FULL
0153053129
NODOC
0153060447
NODOC
0153064134
FULL
0153071329
SIVA
0153092929
FULL
0153095633
FULL
0153100342
FULL
0153106547
FULL
0153109244
NODOC
0153110853
FULL
0153117809
FULL
0153121322
SIVA
0153125646
FULL
0153137054
FULL
0153142799
SIVA
0153153762
FULL
0153155338
FULL
0153156237
NRVA
0153157052
FULL
0153158043
NODOC
0153158902
FULL
0153161963
FULL
0153164017
FULL
0153169156
NODOC
0153176334
SISA
0153176482
FULL
0153185822
NODOC
0153193123
FULL
0153195383
FULL
0153196498
FULL
0153202189
SIVA
0153212782
SIVA
0153214077
FULL
0153214929
FULL
0153216338
FULL
0153217765
FULL
0153221932
FULL
0153225255
NODOC
0153228945
NODOC
0153229273
NODOC
0153235106
NODOC
0153243431
SIVA
0153248299
FULL
0153261722
FULL
0153262324
NODOC
0153275797
NODOC
0153295761
SISA
0153296181
SISA
0153299789
NODOC
0153302674
FULL
0153304894
FULL
0153307681
FULL
0153314315
NODOC
0153318266
SIVA
0153329453
FULL
0153329495
FULL
0153332911
NODOC
0153336458
NODOC
0153343041
SIVA
0153343892
NODOC
0153344429
SIVA
0153372834
FULL
0153376314
NODOC
0153382585
NRSA
0153388061
FULL
0153399514
FULL
0153402342
FULL
0153411814
NODOC
0153414792
FULL
0153420849
NODOC
0153423397
NODOC
0153426358
FULL
0153429998
FULL
0153439088
FULL
0153447248
FULL
0153447933
NODOC
0153454392
SIVA
0153464342
SIVA
0153464672
FULL
0153475918
FULL
0153475934
FULL
0153484589
NODOC
0153486154
FULL
0153493333
SIVA
0153506506
FULL
0153512439
FULL
0153513379
NODOC
0153521612
FULL
0153521976
FULL
0153522024
FULL
0153530076
NRSA
0153542311
FULL
0153545025
FULL
0153545363
FULL
0153545504
SIVA
0153552633
SISA
0153556741
FULL
0153559703
SIVA
0153566716
FULL
0153566781
NODOC
0153568563
FULL
0153578034
FULL
0153585674
FULL
0153588538
FULL
0153596028
NODOC
0153598446
FULL
0153602404
SIVA
0153610258
FULL
0153612395
SIVA
0153612593
SIVA
0153614474
SIVA
0153616313
NRSA
0153619671
SIVA
0153621354
FULL
0153628482
SIVA
0153636634
NODOC
0153641345
FULL
0153645726
FULL
0153652136
SIVA
0153656863
NODOC
0153672019
SISA
0153672571
FULL
0153673496
NODOC
0153673538
NODOC
0153682489
NODOC
0153686613
SISA
0153695275
FULL
0153696794
FULL
0153699798
SIVA
0153709548
SISA
0153713052
FULL
0153715628
SISA
0153717756
NODOC
0153718978
SIVA
0153719588
NODOC
0153725981
FULL
0153731849
SISA
0153733787
FULL
0153736749
SISA
0153743224
FULL
0153749395
FULL
0153752175
FULL
0153758255
NODOC
0153760889
SIVA
0153761101
SIVA
0153762992
SIVA
0153765888
FULL
0153776745
SIVA
0153787106
SIVA
0153794698
FULL
0153795661
FULL
0153798103
SIVA
0153798533
FULL
0153799739
NODOC
0153802012
FULL
0153806674
SISA
0153809876
SIVA
0153811799
FULL
0153812334
SIVA
0153814371
SISA
0153819552
SIVA
0153821848
SISA
0153825617
FULL
0153830781
FULL
0153846845
SISA
0153851191
FULL
0153853585
SIVA
0153854344
FULL
0153862263
FULL
0153862289
SISA
0153863139
SISA
0153865498
FULL
0153872916
NODOC
0153872957
FULL
0153876016
SISA
0153885538
FULL
0153893425
SIVA
0153897954
FULL
0153899372
SIVA
0153927736
FULL
0153929187
FULL
0153944996
FULL
0153949979
FULL
0153956313
SISA
0153964309
FULL
0153970223
SIVA
0153975404
SISA
0153979778
NODOC
0153982509
SIVA
0153984018
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0153985288
SISA
0153987631
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0153991278
NODOC
0153993159
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0153995881
FULL
0153996004
SIVA
0154011274
NRSA
0154020044
SIVA
0154028203
SISA
0154033294
SISA
0154039069
FULL
0154039671
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0154041255
NRVA
0154044606
SISA
0154050017
SIVA
0154052393
FULL
0154052476
SIVA
0154054167
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0154055073
SIVA
0154059133
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0154059414
SISA
0154064604
FULL
0154064869
SIVA
0154065221
FULL
0154067656
FULL
0154075477
NODOC
0154078232
FULL
0154081756
SIVA
0154084909
NODOC
0154088249
NRSA
0154089452
NRSA
0154091342
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0154092662
SISA
0154094296
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SISA
0154100929
NODOC
0154103923
NODOC
0154104566
FULL
0154108112
SISA
0154110597
SIVA
0154120174
SISA
0154128508
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0154135008
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SISA
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SISA
0154154223
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0154160659
FULL
0154173447
SIVA
0154174221
NODOC
0154175681
SIVA
0154176119
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0154176416
FULL
0154176671
NODOC
0154176804
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SIVA
0154184873
SISA
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NODOC
0154186019
SISA
0154186134
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FULL
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NRSA
0154192702
SISA
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SIVA
0154201792
SISA
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SIVA
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SIVA
0154206205
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SIVA
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SIVA
0154218309
SISA
0154220453
SIVA
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NRSA
0154230718
SISA
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NRSA
0154235758
NODOC
0154236632
FULL
0154237614
SISA
0154244446
SIVA
0154244545
SIVA
0154246318
SISA
0154246664
SISA
0154247985
SISA
0154247993
SIVA
0154248637
NODOC
0154249809
FULL
0154250401
SIVA
0154253595
FULL
0154255046
SIVA
0154255467
SIVA
0154256044
SISA
0154256408
FULL
0154256549
NRVA
0154257547
NODOC
0154258503
SISA
0154259923
SIVA
0154260343
NODOC
0154263537
SIVA
0154263834
SISA
0154266811
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0154268189
SISA
0154269039
FULL
0154269179
SIVA
0154272439
SIVA
0154274369
SISA
0154277958
SIVA
0154284715
FULL
0154287007
FULL
0154287791
NRVA
0154290647
SISA
0154293708
SISA
0154296974
SISA
0154300354
SIVA
0154305494
SIVA
0154306013
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0154308712
SISA
0154309009
SIVA
0154311344
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0154316343
SISA
0154321657
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0154322663
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0154323844
SIVA
0154331177
SISA
0154331698
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0154332316
SISA
0154333538
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0154338107
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0154340681
SIVA
0154341325
SIVA
0154341622
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0154345763
SISA
0154349625
FULL
0154353544
NRSA
0154355507
SISA
0154359103
FULL
0154361679
NODOC
0154364004
SIVA
0154365514
SIVA
0154366405
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0154367031
NRSA
0154367114
FULL
0154369771
SIVA
0154371991
SISA
0154374664
SIVA
0154376347
NODOC
0154379929
FULL
0154381073
SIVA
0154381164
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0154384366
SISA
0154386973
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0154387476
SISA
0154390827
SISA
0154393219
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0154396261
SIVA
0154397848
SISA
0154403703
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0154405658
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0154407449
SIVA
0154411961
SISA
0154417448
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0154419097
SISA
0154425631
SIVA
0154426027
SIVA
0154426837
SISA
0154429864
SISA
0154431845
SIVA
0154439558
SIVA
0154440101
FULL
0154443329
SIVA
0154443741
FULL
0154448542
SIVA
0154450514
FULL
0154453815
SISA
0154453963
SIVA
0154454037
NODOC
0154454128
FULL
0154455646
FULL
0154456206
FULL
0154456842
FULL
0154458384
SISA
0154459325
SIVA
0154464739
SISA
0154468011
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0154469357
SIVA
0154471403
SIVA
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SISA
0154486823
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0154488217
NRSA
0154488993
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0154492623
SISA
0154492995
SISA
0154493779
SISA
0154495683
SIVA
0154497812
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0154501928
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0154505366
SISA
0154509061
SISA
0154509277
SISA
0154509434
SISA
0154509707
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0154509798
SISA
0154510036
SISA
0154515795
SIVA
0154520282
NRSA
0154530117
SISA
0154530174
SIVA
0154531099
SIVA
0154531628
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0154534093
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0154535033
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0154538128
SISA
0154545263
FULL
0154548879
NODOC
0154548937
FULL
0154550867
NODOC
0154554091
SIVA
0154554174
FULL
0154556823
FULL
0154560403
SIVA
0154563159
NODOC
0154571608
SISA
0154572119
SISA
0154576268
FULL
0154577142
FULL
0154577423
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0154579338
SIVA
0154583132
FULL
0154583751
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0154585772
SISA
0154588339
SIVA
0154590483
NODOC
0154598916
FULL
0154605471
SIVA
0154606222
SIVA
0154606958
FULL
0154609838
FULL
0154620355
FULL
0154622187
FULL
0154625305
SIVA
0154632947
FULL
0154633804
FULL
0154635197
NODOC
0154636542
SISA
0154639074
FULL
0154641583
SIVA
0154648174
FULL
0154648521
FULL
0154653596
NODOC
0154654248
FULL
0154655559
FULL
0154655807
SISA
0154657753
SISA
0154663405
SISA
0154664775
SISA
0154671358
SISA
0154683668
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0154683684
NODOC
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0154689848
SIVA
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SIVA
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SISA
0154699292
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SIVA
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SISA
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SISA
0154715742
SIVA
0154721039
NODOC
0154730618
SISA
0154743066
SISA
0154745475
SISA
0154752018
FULL
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SIVA
0154759377
SISA
0154759435
SISA
0154763411
SIVA
0154766141
SIVA
0154768055
SISA
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SIVA
0154794382
SISA
0154794598
NRVA
0154820658
SISA
0154843874
NRSA
0154844179
SISA
0154856504
SISA
0154859433
SISA
0154870299
SISA
0154870745
SISA
0154887079
SISA
0154893648
SISA
0154909766
SISA
0154910822
SISA
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SISA
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FULL
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FULL
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SIVA
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FULL





EXHIBIT R-1

FORM OF AMERICAN HOME ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

 
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
 
This is an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made as of January 30, 2007, 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 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 (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 sheet 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 2007-AC1, Asset-Backed Certificates, Series 2007-AC1;
 
(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 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: Michelle Viner
Facsimile: (214) 626-4889

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
2780 Lake Vista Drive
Lewisville, TX 75067
Attention: General Counsel
Facsimile: (469) 759-4714

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: Michelle Viner
Facsimile: (214) 626-4889

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.
 
The Company shall prepare for and deliver to the Master Servicer for the benefit of the Assignee a statement with respect to each mortgaged property acquired through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan (“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 Assignee to comply with the reporting requirements of the REMIC provisions of the Code. The net monthly rental income, if any, from such REO Property shall be deposited in the related collection account no later than the close of business on each determination date. The Company shall perform, or cause to be performed, 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 Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 acquires any REO Property as aforesaid or otherwise in connection with a default or default becoming reasonably foreseeable on an Mortgage Loan, the Company shall cause such REO Property to be disposed prior to three years after its acquisition by Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 or, at the expense of Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1, 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 Assignee shall have been supplied with an opinion of counsel addressed to the Assignee rendered by nationally recognized tax counsel specializing in such matters (such opinion not to be an expense of the Assignee) to the effect that the holding by Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC, in which case Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 may continue to hold such REO Property (subject to any conditions contained in such opinion of counsel). Notwithstanding any other provision of the Servicing Agreement, no REO Property acquired by Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any federal, state or local income taxes on the income earned from such REO Property under Section 860G(c) of the Code or otherwise, unless the Company has agreed to indemnify and hold harmless Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 with respect to the imposition of any such taxes.
 
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 2007-AC1 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 2007-AC1.
 
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: EMC Mortgage Corporation, 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 January 1, 2007, among Bear Stearns Asset Backed Securities I LLC, the Trustee, Wells Fargo Bank, N.A., as Securities Administrator and EMC Mortgage Corporation, as master servicer, a seller and company.
 
Servicing Fee Rate: A per annum rate equal to 0.250%.
 
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)  Section 3.01(s) is hereby amended effective by replacing the reference from “15 calendar days” to “30 calendar days”.
 
(d)  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.
 
(e)  Section 4.03 is hereby amended by adding the following paragraph to the end of the section:
 
The Master Servicer shall fully reimburse the Company for Servicing Advances and Monthly Advances related to Liquidation Proceeds on the Remittance Date after such Servicing Advances and Monthly Advances are approved; provided, however, the Company must provide documentation in the form of Exhibit P hereto to the Master Servicer seeking approval within 90 days of final liquidation of a Mortgage Loan. The Master Servicer shall provide such approval or denial to the Company no later than thirty (30) days after receipt of such claim; provided, however, such claim must be complete with all supporting documentation. The Company’s obligation to make such Servicing Advances and Monthly Advances as to any Mortgage Loan shall continue through the final liquidation of the Mortgaged Property, unless the Company deems such advance nonrecoverable and submits an officer’s certificate in accordance with Section 5.03.
 
(f)  Article IV of the Agreement is hereby amended effective as of the date hereof by adding “and Prepayment Penalties” after “including all Principal Prepayments;” in Section 4.04(i).
 
(g)  Section 4.05(iii) is hereby amended by deleting “Liquidation Proceeds,” after “limited to related” in Subsection 4.05(iii).
 
(h)  Section 4.05(vii) is hereby deleted in its entirety and replaced with the following:
 
“(vii) to reimburse itself for Nonrecoverable Advances, to the extent not reimbursed pursuant to clause (ii) or clause (iii), upon prior approval from the Master Servicer. The Master Servicer shall provide such approval or denial to the Company no later than thirty (30) days after receipt of such claim; provided, however, such claim must be complete with all supporting documentation.”
 
(i)  The following is added as Section 4.13A of the Purchase Agreement:
 
Section 4.13A REMIC Administration of REO Property.
 
The Company shall prepare for and deliver to the Assignee and the Master Servicer (and the securities administrator, if any) a statement with respect to each mortgaged property acquired through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Assigned Loan (“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 Assignee (or the securities administrator, if any) to comply with the reporting requirements of the REMIC provisions of the Code. The net monthly rental income, if any, from such REO Property shall be deposited in the related collection account no later than the close of business on each determination date. The Company shall perform, or caused to be performed, 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 Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 acquires any REO Property as aforesaid or otherwise in connection with a default or default becoming reasonably foreseeable on an Assigned Loan, the Company shall cause such REO Property to be disposed prior to three years after its acquisition by the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 or, at the expense of the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1, 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 Assignee (or the securities administrator, if any) shall have been supplied with an opinion of counsel addressed to the Assignee (and the securities administrator, if any) rendered by nationally recognized tax counsel specializing in such matters (such opinion not to be an expense of the Trustee or the Securities Administrator) to the effect that the holding by the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC, in which case the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 may continue to hold such REO Property (subject to any conditions contained in such opinion of counsel). Notwithstanding any other provision of the Servicing Agreement, no REO Property acquired by the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any federal, state or local income taxes on the income earned from such REO Property under Section 860G(c) of the Code or otherwise, unless the Company has agreed to indemnify and hold harmless the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 with respect to the imposition of any such taxes.
 
(j)  Section 6.04 is hereby amended effective as of the date hereof by adding the following paragraph at the end of the section:
 
In the event the Company or any subservicer or subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Annual Statement of Compliance pursuant to this Section 6.04 or to the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
 
(k)  Section 6.06 is hereby amended by adding the following paragraph at the end of the section:
 
In the event the Company or any subservicer or subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.06 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
 
(l)  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.
 
(m)  Exhibit E of the Purchase Agreement is hereby amended as of the date hereof by deleting in its entirety and inserting a new Exhibit E, a copy of which is annexed hereto as Exhibit 1.
 
(n)  Exhibit F of the Purchase Agreement is hereby amended as of the date hereof by deleting in its entirety and inserting a new Exhibit F, a copy of which is annexed hereto as Exhibit 2.
 
(o)  Exhibit K of the Purchase Agreement is hereby amended as of the date hereof by replacing the reference to “10th calendar day” in the first paragraph with “5th Business Day”.
 
(p)  Exhibit P of the Purchase Agreement is hereby amended as of the date hereof by deleting in its entirety and inserting a new Exhibit P, a copy of which is annexed hereto as Exhibit 3.
 
(q)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit R, a copy of which is annexed hereto as Exhibit 3.
 
(r)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit Q, a copy of which is annexed hereto as Exhibit 4.
 
(s)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit R, a copy of which is annexed hereto as Exhibit 5.
 
(t)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit S, a copy of which is annexed hereto as Exhibit 6.
 
 
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: General Counsel
Telecopier No.: (469) 759-4714
 
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
 
(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 2007-AC1
Telecopier No.: (617) 603-6638
 
10.   The Servicer hereby acknowledges that EMC Mortgage Corporation (the “Master Servicer”) has been appointed as the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement, dated as of January 1, 2007, among the Assignor, the Assignee, Bear Stearns Asset Backed Securities I LLC, the Master Servicer and U.S. Bank National Association. as trustee, 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:
 
EMC Master Servicing Remittances
Bank: Chase Bank of Texas
Branch: Irving, Texas
Account Name: EMC Mortgage Corporation
ABA # 113000609
ACCOUNT # 000000709377717
Reference: M/S Remittance January 1, 2007 Remit for American Home Mortgage Corp.
Attention: LSBO Group-MS
 
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:
 
EMC Mortgage Corporation 
2780 Lake Vista Drive
Lewisville, Texas 75067
Attention: Michelle Viner
Facsimile: (214) 626-4889
 
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,
  as Assignor
 
 
 
 
 
 
  By:    
 
Name:  
 
  Title:  
     
 

 
     
  U.S. BANK NATIONAL ASSOCIATION,
 
not individually but solely as Trustee for the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 Assignee
 
 
 
 
 
 
  By:    
 
Name:  
 
  Title:  
     
 
 
 
     
 
AMERICAN HOME MORTGAGE CORP.
   
 
 
 
 
 
 
  By:    
 
Name:  
 
  Title:  
     
 

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

 
 
Acknowledged and Agreed:
     
  EMC MORTGAGE CORPORATION,
 
as Master Servicer
 
 
 
 
 
 
  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 1
EXHIBIT E

AM HOME REMITTANCE OVERVIEW

LOAN NUMBER
Pool
SCH P&I
NOTE RATE
SF RATE
ACT END BAL
Deal Due Date
NEXT DUE DATE
CURTS
PIF AMT
ACTION CODE
SCH PRIN AMT
SCH GR INT
SCH NET INT
SCH SF
TOT REMIT
SCH BEG BAL
SCH END BAL
ACTION DATE
PPP's
DELINQUENT P&I ADVANCE
Int on Curt/Pool To Sec
Roll
y=int only
                                               
                                               
                                               
                                               
                                               
                                               
                                               
                                               






Exhibit 2
EXHIBIT F

AM HOME DELINQUENCY FILE

SERVICER LOAN NBR
LOAN NBR
CLIENT NBR
SERV
INVESTOR NBR
BORROWER FIRST NAME
BORROWER LAST NAME
PROP ADDRESS
PROPERTY STATE
PROPERTY ZIP
BORR NEXT PAY DUE DATE
LOAN TYPE
BANKRUPTCY FILED DATE
BANKRUPTCY CHAPTER CODE
POST PETITION DUE DATE
BANKRUPTCY DCHRG DISM DATE
Comments
LOSS MIT APPR DATE
LOSS MIT TYPE
LOSS MIT EST COMP DATE
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
 
 

 





LOSS MIT ACT COMP DATE
FRCLSR APPROVED DATE
ATTORNEY REFERRAL DATE
FIRST LEGAL DATE
FRCLSR SALE EXPECTED DATE
FRCLSR SALE DATE
FRCLSR SALE AMT
EVICTION START DATE
EVICTION COMPLETED DATE
LIST PRICE
LIST DATE
OFFER AMT
OFFER DATE TIME
REO CLOSING DATE
REO ACTUAL CLOSING DATE
OCCUPANT CODE
PROP CONDITION CODE
PROP INSPECTION DATE
APPRAISAL DATE
CURR PROP VAL
REPAIRED PROP VAL
DELINQ STATUS CODE
DELINQ REASON CODE
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             

 





MI CLAIM FILED DATE
MI CLAIM AMT
MI CLAIM PAID DATE
MI CLAIM AMT PAID
POOL CLAIM FILED DATE
POOL CLAIM AMT
POOL CLAIM PAID DATE
POOL CLAIM AMT PAID
FHA PART A CLAIM FILED DATE
FHA PART A CLAIM AMT
FHA PART A CLAIM PAID DATE
FHA PART A CLAIM PAID AMT
FHA PART B CLAIM FILED DATE
FHA PART B CLAIM AMT
FHA PART B CLAIM PAID DATE
FHA PART B CLAIM PAID AMT
VA CLAIM FILED DATE
VA CLAIM PAID DATE
VA CLAIM PAID AMT
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     

 




Exhibit 3
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.
 
1.                       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.
 
2.                       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.
 
3.                     4-12.   Complete as applicable. Required documentation:
 
4.  * For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
 
5.  of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.
 
6.   * For escrow advances - complete payment history
 
7.   (to calculate advances from last positive escrow balance forward)
 
8.  * Other expenses -  copies of corporate advance history showing all payments
 
9.  * REO repairs > $1500 require explanation
 
10.  * REO repairs >$3000 require evidence of at least 2 bids.
 
11.  * Short Sale or Charge Off require P&L supporting the decision and approved Servicing Officer certification
 
12.  * Unusual or extraordinary items may require further documentation.
 
13.                  13.        The total of lines 1 through 12.
 
Credits:
 
14.         14-21.Complete as applicable. Required documentation:
 
15.  * Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
 
16.       Letter of Proceeds Breakdown.
 
17.  * Copy of EOB for any MI or gov't guarantee
 
18.  * 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
 
 

Loan No._____________________________
 
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
 
Liquidation Type: REO Sale   3rd Party Sale  Short Sale Charge Off 
 
Was this loan granted a Bankruptcy deficiency or cramdown  Yes  No
If “Yes”, provide deficiency or cramdown amount _______________________________
 
 

 
Liquidation and Acquisition Expenses:
(1)
Actual Unpaid Principal Balance of Mortgage Loan
 
$  
(1)
(2)
Interest accrued at Net Rate
 
 
 
(2)
(3)
Accrued Servicing Fees
 
 
 
(3)
(4)
Attorney's Fees
 
 
 
(4)
(5)
Taxes (see page 2)
 
 
 
(5)
(6)
Property Maintenance
     
 
 
(6)
(7)
MI/Hazard Insurance Premiums (see page 2)
 
   
(7)
(8)
Utility Expenses
     
 
 
(8)
(9)
Appraisal/BPO
     
 
 
(9)
(10)
Property Inspections
     
 
 
(10)
(11)
FC Costs/Other Legal Expenses
     
(11)
(12)
Other (itemize)
     
 
 
(12)
   
Cash for Keys
 
 
   
(12)
   
HOA/Condo Fees
 
 
   
(12)
   
 
 
 
   
(12)
               
   
Total Expenses
    $  
(13)
Credits:
             
(14)
Escrow Balance
     
$
 
(14)
(15)
HIP Refund
         
(15)
(16)
Rental Receipts
     
 
 
(16)
(17)
Hazard Loss Proceeds
     
 
 
(17)
(18)
Primary Mortgage Insurance / Gov’t Insurance
 
    (18a)
HUD Part A
           
               
HUD Part B
          (18b)
(19)
Pool Insurance Proceeds
     
 
 
(19)
(20)
Proceeds from Sale of Acquired Property
 
   
(20)
(21)
Other (itemize)
     
 
 
(21)
 
 
 
 
 
   
(21)
               
 
Total Credits
     
$
 
(22)
Total Realized Loss (or Amount of Gain)
 
 
$
 
(23)
 

 


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




Exhibit 4
EXHIBIT S

MODIFIED LOANS REPORT
 

Field
Description
Field
Description
Loan
VARCHAR (15)
Investor
VARCHAR (5)
Original Category
VARCHAR (5)
Current Category
VARCHAR (5)
Stop Adv Flag
VARCHAR (3)
Modified Due Date
DATE (MM/DD/YYYY)
Mod Loan Curtailment
NUMERIC (15,2)
Mod Loan Curt Adjustment
NUMERIC (15,2) 
Principal Advanced Capped
NUMERIC (15,2) 
Net Interest Advanced Capped
NUMERIC (15,2)
Service Fee Advanced Capped
NUMERIC (15,2)
Third Party Bal Capped
NUMERIC (15,2)
Amount of Other Capped
NUMERIC (15,2)
Borrower Interest Contribution
NUMERIC (15,2)
Borrower Fee Code Arrearage Contribution
NUMERIC (15,2)
Borrower Principal Contribution
NUMERIC (15,2)
Amt Forgiven
NUMERIC (15,2)
Beg Delq Prin Bal
NUMERIC (15,2)
Beg Delq Int Bal
NUMERIC (15,2)
Beg Pre Prin Bal
NUMERIC (15,2)
Beg Pre Int Bal
NUMERIC (15,2)
Excess Int Adjust
NUMERIC (15,2)
Excess Interest on Mod
NUMERIC (15,2)
 
 



Exhibit 5
EXHIBIT T

AM HOME REMITTANCE SUMMARY
 
DEAL NAME
     
Remittance Inv
Reporting Month
   
Summary Information
   
       
Scheduled Beginning Balance:
0.00
 
Sch Principal
 
0.00
 
Curtailment Amount
 
0.00
 
Paid in Full Amount
 
0.00
 
Int on Curt/Pool to Sec
0.00
 
Scheduled Ending Balance:
0.00
-
       
Total Principal:
 
0.00
 
       
Gross Interest:
 
0.00
 
Servicing Fee Amount:
0.00
 
Net Interest:
 
0.00
-
       
Total Remittance Expected:
0.00
 
   
 
 
Adjustments:
     
       
Prepayment penalty
0.00
   
Loss
     
Recovery
     
       
       
       
Total Adjustments:
 
0.00
 
       
       
 
Sub-total
0.00
 
       
 
Total Wire
0.00
 
       





Exhibit 6
EXHIBIT U


 
All asset management decisions and claim submissions for both standard and delegated authority levels require the servicer to comply with
all agency (ie: FNMA, FHLMC, HUD and VA) and insuring company requirements.
TASK
STANDARD AUTHORITY LEVEL
DELEGATED AUTHORITY LEVEL
 
APPROVAL NEEDED?
APPROVAL NEEDED IF….
APPROVAL NEEDED?
APPROVAL NEEDED IF….
Partial Releases1 
Yes
·  In all instances
Yes
·  In all instances
Assumptions1
Yes
·  In all instances
Yes
·  In all instances
Relief Provisions1
Yes
·  In all instances
Yes
·  In all instances
Forbearance Plans1
Yes
·  Plan exceeds 6 months or
·  Proposes to suspend payments
Yes
·  Plan exceeds 12 months or
·  Plan proposes to suspend payments
Modifications1, 2, 3, 4
Yes
·  In all instances
Yes
·  Only if the terms of the proposed modification exceed the parameters of the governing agreements or the loan is changed from an ARM to fixed rate or the rate is reduced by more than 2%
Pre-Foreclosure (short sales)1, 6
Yes
·  In all instances
Yes
·  The loss severity experienced is expected to be greater than 20%
Foreclosure Referral (1st liens)1
Yes
 ·  The UPB is less than $30k or greater than $400k or
·  The mortgagor has paid less than 6 installments
Yes
·  The UPB is less than$50k or greater than$750k or
·  The mortgagor has paid less than 6 installments
Foreclosure Referral (2nd liens)1,7
Yes
·  In all instances
Yes
·  In all instances
Charge Offs
 
·  In all instances
 
·  If combined LTV is less than 80%
Buyout of 1st lien1, 4 ,6
Yes
·  In all instances
Yes
·  In all instances
Foreclosure Bid1, 6
Yes
·  The UPB is less than $30k or greater than $400k or
·  The mortgagor has paid less than 6 installments
Yes
·  The UPB is less than $50k or greater than $750k or
·  The mortgagor has paid less than 6 installments
Third Party Sales1, 6
Yes
·  In all instances
Yes
·  In all instances
Note Sales1, 6
Yes
·  In all instances
Yes
·  In all instances
Deed-in-Lieu 1, 6
Yes
·  In all instances
Yes
·  In all instances
REO Listing Price1, 5
Yes
·  The UPB was less than $50k or greater than $400k or
·  The mortgagor has paid less than 6 installments
Yes
·  The UPB was less than $50k or greater than $750k or
·  The mortgagor has paid less than 6 installments
REO Repairs (excluding property preservation)1
Yes
·  The necessary repairs total more than 1% of the UPB and an estimated return of less than 15% of cost
Yes
·  The necessary repairs total more than 2% of the UPB
REO Offers 1, 6
Yes
·  The loss severity of accepting the offer exceeds 25%
Yes
·  The loss severity of accepting the offer exceeds 25%

FOOT NOTES:
1.  To request approval, the servicer may be required to submit the following documentation to the Master Servicer: property appraisals, BPOs, equity analysis documentation, correspondence from/to title insurance companies, copies of insurer approval, loss mitigation documents and agreements with mortgagors, hardship documentation, closing/settlement documents, value reconciliations and repair estimates. Although master servicer approval may have been obtained as outlined above, the master servicer reserves the right to approve or deny losses at the time of claim submission due to servicer performance related issues.
2.  The Servicer agrees to provide to the Master Servicer copies of executed modifications within 10 days of execution.
3.  The Owner / Master Servicer reserve the right to remove all authority to complete loan modifications to ensure compliance with limitations outlined in governing agreements.
4.  The Servicer is to ensure that lien position is maintained in completing alternatives to foreclosure.
5.  The Servicer agrees to provide to the Master Servicer copies of marketing plans for all REO loans. Although the servicer may have asset authority as outlined above, the Master Servicer reserves the right to modify anticipated courses of action.
6.  Special notice of the task is required to be provided to the Master Servicer.
7.  The Servicer assumes all risks in addition to financial liability for amounts beyond 100% severity of the Owner / Master Servicer’s original position.






EXHIBIT R-2

FORM OF GREENPOINT ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


 
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
 
This is an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made as of January 30, 2007 (the “Closing Date”), 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 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 (the “Assignee”) and GreenPoint Mortgage Funding, Inc. (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") purchased by the Assignor from the Company and now serviced by Company for Assignor and its successors and assigns pursuant to (a) the Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003, between Assignor and Company, as amended by Amendment Number One, dated as of January 1, 2006 (the “Purchase Agreement”) and (b) the term sheet dated March 14, 2006, between Assignor and Company, the term sheet dated July 25, 2006, between Assignor and Company and the term sheet dated October 11, 2006 between Assignor and Company (collectively, the “Term Sheets” and together with the Purchase Agreement, the “Agreements”) 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 Exhibit A. 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 in the Term Sheets, 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 and 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 Assigned Loans and/or REO Properties by the Company). 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 are true and accurate copies of the Purchase Agreement and the Term Sheets which agreements are 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 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 2007-AC1, Asset-Backed Certificates, Series 2007-AC1;
 
(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 are true and accurate copies of the Purchase Agreement and the Term Sheets which agreements are 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 date of either Term Sheet 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 or in the Term Sheets to be untrue in any material respect;
 
(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 material fact necessary to make the statements contained therein not misleading; and
 
(h)  Pursuant to Section 11.18 of the Purchase Agreement, the Company hereby restates the representations and warranties set forth in Article III of the Purchase Agreement and in the Term Sheet with respect to the Company and the Assigned Loans as of the Closing Date.
 
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
Attention: Michelle Viner
Facsimile: (214) 626-4889

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
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: General Counsel
Facsimile: (469) 759-4714

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: Michelle Viner
Facsimile: (214) 626-4889


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.
 
The Company shall prepare for and deliver to the Master Servicer for the benefit of the Assignee a statement with respect to each mortgaged property acquired through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Assigned Loan (“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 Assignee to comply with the reporting requirements of the REMIC provisions of the Code. The net monthly rental income, if any, from such REO Property shall be deposited in the related collection account no later than the close of business on each determination date. The Company shall perform, or cause to be performed, 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 Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 acquires any REO Property as aforesaid or otherwise in connection with a default or default becoming reasonably foreseeable on an Assigned Loan, the Company shall cause such REO Property to be disposed prior to three years after its acquisition by Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 or, at the expense of Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1, 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 Assignee shall have been supplied with an opinion of counsel addressed to the Assignee rendered by nationally recognized tax counsel specializing in such matters (such opinion not to be an expense of the Assignee) to the effect that the holding by Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC, in which case Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 may continue to hold such REO Property (subject to any conditions contained in such opinion of counsel). Notwithstanding any other provision of the Servicing Agreement, no REO Property acquired by Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any federal, state or local income taxes on the income earned from such REO Property under Section 860G(c) of the Code or otherwise, unless the Company has agreed to indemnify and hold harmless Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 with respect to the imposition of any such taxes.
 
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 2007-AC1 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 2007-AC1.
 
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 losses, claims, 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 written information, written report, certification, data, accountants’ letter or other material provided under Section 11.18 of the Purchase Agreement by or on behalf of the Assignor, 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 Company of its obligations under this section, 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 Section 11.18, 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 Company 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 Company of a representation or warranty in a writing furnished pursuant to Section 3.01(q) of the Purchaser 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 Company in connection with its performance under this Section.
 
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 in Section 11.18 of the Purchase Agreement, the Company 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 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.
 
  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 2007-AC1, Asset-Backed Certificates, Series 2007-AC1.
 
BSABS: Bear Stearns Asset Backed Securities I LLC.
 
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of January 1, 2007, among BSABS I, the Trustee, EMC Mortgage Corporation, as the master servicer, the seller and the company.
 
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 California, New York, Maryland or Minnesota, or (iii) a day on which banks in the States of California, New York, Maryland or Minnesota are authorized or obligated by law or executive order to be closed.
 
(c)  The definition of Servicing Fee Rate is deleted in its entirety and replaced with the following:
 
Servicing Fee Rate: A per annum rate equal to 0.250%.
 
(d)  The definition of Principal Prepayment is deleted in its entirety and replaced with the following:
 
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan in full or partial which is received in advance of its scheduled Due Date 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. Partial principal Prepayments shall be applied in accordance with the terms of the related Mortgage Note.
 
(e)  Section 3.01(s) of the Purchase Agreement is hereby amended by changing the reference in Section 3.01(s) of the Purchase Agreement from “15 calendar days” to “30 calendar days”.
 
(f)  Section 4.01 of the Purchase Agreement is hereby amended by changing the first sentence of the second paragraph to the following:
 
Consistent with the terms of this Agreement and the related Term Sheet, and in accordance with the guidelines of EMC’s Master Servicing Asset Authority Levels, attached hereto as Exhibit X, 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.
 
(g)  Section 4.03 of the Purchase Agreement is hereby amended by adding the following paragraph to the end of the section:
 
The Master Servicer shall fully reimburse the Company for Servicing Advances and Monthly Advances related to Liquidation Proceeds on the Remittance Date after such Servicing Advances and Monthly Advances are approved; provided, however, the Company must provide documentation in the form of Exhibit J hereto to the Master Servicer seeking approval within 90 days of final liquidation of a Mortgage Loan. The Master Servicer shall provide such approval or denial to the Company no later than thirty (30) days after receipt of such claim; provided, however, such claim must be complete with all supporting documentation. The Company’s obligation to make such Servicing Advances and Monthly Advances as to any Mortgage Loan shall continue through the final liquidation of the Mortgaged Property, unless the Company deems such advance nonrecoverable and submits an officer’s certificate in accordance with Section 5.03.
 
(h)  Section 4.05(iii) of the Purchase Agreement is hereby amended by deleting “Liquidation Proceeds,” after “limited to related” in Subsection 4.05(iii).
 
(i)  Section 4.05(vii) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
 
“(vii) to reimburse itself for Nonrecoverable Advances, to the extent not reimbursed pursuant to clause (ii) or clause (iii), upon prior approval from the Master Servicer. The Master Servicer shall provide such approval or denial to the Company no later than thirty (30) days after receipt of such claim; provided, however, such claim must be complete with all supporting documentation.”
 
(j)  The following is added to the first sentence of the fourth 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.”
 
(k)  The following is added as Section 4.13A of the Purchase Agreement:
 
Section 4.13A REMIC Administration of REO Property.
 
The Company shall prepare for and deliver to the Assignee and the Master Servicer (and the securities administrator, if any) a statement with respect to each mortgaged property acquired through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Assigned Loan (“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 Assignee (or the securities administrator, if any) to comply with the reporting requirements of the REMIC provisions of the Code. The net monthly rental income, if any, from such REO Property shall be deposited in the related collection account no later than the close of business on each determination date. The Company shall perform, or caused to be performed, 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 Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 acquires any REO Property as aforesaid or otherwise in connection with a default or default becoming reasonably foreseeable on an Assigned Loan, the Company shall cause such REO Property to be disposed prior to three years after its acquisition by the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 or, at the expense of the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1, 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 Assignee (or the securities administrator, if any) shall have been supplied with an opinion of counsel addressed to the Assignee (and the securities administrator, if any) rendered by nationally recognized tax counsel specializing in such matters (such opinion not to be an expense of the Trustee) to the effect that the holding by the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC, in which case the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 may continue to hold such REO Property (subject to any conditions contained in such opinion of counsel). Notwithstanding any other provision of the Servicing Agreement, no REO Property acquired by the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any federal, state or local income taxes on the income earned from such REO Property under Section 860G(c) of the Code or otherwise, unless the Company has agreed to indemnify and hold harmless the Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1 with respect to the imposition of any such taxes.
 
(l)  Section 5.01 of the Purchase Agreement is hereby amended by adding the following at the end of the first sentence of the first paragraph:
 
“and (v) any amount attributable to Primary Mortgage Insurance Policy proceeds unless the related REO Property has been sold during the month preceding the month in which such Distribution Date occurs”.
 
(m)  Section 5.02 of the Purchase Agreement is hereby amended by deleting “no later than the fifth Business Day of the following month in hard copy, and” after “mutually agreed upon by both Purchaser and Company, and” in the first paragraph.
 
(n)  The second sentence of the second paragraph of Section 5.02 of the Purchase Agreement is hereby deleted and replaced with the following:
 
The Company shall also provide a monthly report in the form of Exhibit Q and Exhibit R, with respect to remittances, Exhibit J, with respect to realized losses and gains, Exhibit S and Exhibit T, with respect to defaulted mortgage loans, Exhibit U, with respect to modified mortgage loans, Exhibit V, with respect to claims submitted and Exhibit W, with respect to loss severity, with each such report.
 
(o)  Section 6.04 of the Purchase Agreement is hereby amended by adding the following paragraph to the end of the section:
 
In the event the Company or any subservicer or subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Annual Statement of Compliance pursuant to this Section 6.04 or to the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
 
(p)  Section 6.05 of the Purchase Agreement is hereby amended by adding the following paragraph to the end of the section:
 
In the event the Company or any subservicer or subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.05 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
 
(q)  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 Sheets 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.
 
(r)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit J to the Purchase Agreement, a copy of which is annexed hereto as Exhibit 1.
 
(s)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit Q to the Purchase Agreement, a copy of which is annexed hereto as Exhibit 2.
 
(t)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit R to the Purchase Agreement, a copy of which is annexed hereto as Exhibit 3.
 
(u)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit S to the Purchase Agreement, a copy of which is annexed hereto as Exhibit 4.
 
(v)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit T to the Purchase Agreement, a copy of which is annexed hereto as Exhibit 5.
 
(w)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit U to the Purchase Agreement, a copy of which is annexed hereto as Exhibit 6.
 
(x)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit V to the Purchase Agreement, a copy of which is annexed hereto as Exhibit 7.
 
(y)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit W to the Purchase Agreement, a copy of which is annexed hereto as Exhibit 8.
 
(z)  Exhibit O to the Purchase Agreement is hereby amended as of the date hereof by deleting in its entirety and inserting a new Exhibit O to the Purchase Agreement, a copy of which is annexed hereto as Exhibit 9.
 
(aa)  The Purchase Agreement is hereby amended as of the date hereof by inserting a new Exhibit X to the Purchase Agreement, a copy of which is annexed hereto as Exhibit 10.
 
  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:
 
GreenPoint Mortgage Funding, Inc.
100 Wood Hollow Drive
Novato, California 94945
Attention: Susan Davia
 
With a copy to:
 
(b)  
In the case of Assignor:
 
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas 75067
Attention: Michelle Viner
Facsimile: (214) 626-4889
 
with a copy to:
 
Bear Stearns & Co. Inc.
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, MA 02110
Attention: Corporate Trust Services
BSABS I 2007-AC1
Telecopier No.: (617) 603-6638
 
10.   The Company hereby acknowledges that EMC Mortgage Corporation (the “Master Servicer”) has been appointed as the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement, dated as of January 1, 2007, among the Assignor, the Assignee, BSABS I, the Master Servicer and U.S. Bank National Association as trustee, 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, to the Master Servicer by wire transfer of immediately available funds to:
 
EMC Master Servicing Remittances
Bank: Chase Bank of Texas
Branch: Irving, Texas
Account Name: EMC Mortgage Corporation
ABA # 113000609
ACCOUNT # 000000709377717
Reference: M/S Remittance January 1, 2007 Remit for GreenPoint Mortgage Funding, Inc.
Attention: LSBO Group-MS

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 9 herein and to the Master Servicer at:
 
EMC Mortgage Corporation 
2780 Lake Vista Drive
Lewisville, Texas 75067
Attention: Michelle Viner
Facsimile: (214) 626-4889
Email: mviner@bear.com
 
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 Agreements to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Agreements.
 
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 Agreements 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,
as Assignor
 
By: _____________________________
Name: ___________________________
Title: ____________________________
 
U.S. BANK NATIONAL ASSOCIATION, not individually but
solely as Trustee for the Bear Stearns Asset Backed Securities I
Trust 2007-AC1, Asset-Backed Certificates, Series 2007-AC1,
as Assignee
 
By: _____________________________
Name: ___________________________
Title: ____________________________

 
GREENPOINT MORTGAGE FUNDING, INC.,
as Company
 
By: _____________________________
Name: ___________________________
Title: ____________________________
Acknowledged and Agreed:
 
EMC MORTGAGE CORPORATION,
as Master Servicer
 
By: _____________________________
Name: ___________________________
Title: ____________________________






 
ATTACHMENT 1
 
 
ASSIGNED LOAN SCHEDULE
 
(Available upon request)
 
 

 





 
ATTACHMENT 2
 
 
PURCHASE AGREEMENT
 
TERM SHEETS
 





Exhibit 1
EXHIBIT J to the Purchase Agreement
 
EMC FORM - CALCULATION OF GAIN-LOSS DELINQUENT LOANS

EMC Master Servicing Calculation of Gain/Loss on Delinquent Loan Worksheet

 
Date: _____________________________ 

 
Prepared By
Phone Number
Email Address
     
 
 
Servicer Loan Number
Servicer Address
EMC Loan Number
     
 
 
Borrower Name
Property Address
 
 
 
 

 
Liquidation Type
REO
Third Party
Short Sale
Charge off
Deed In Lieu
           
 
 
Has this loan been previously modified?                          Yes   No
 
Has this loan been crammed down in a bankruptcy?                 Yes   No
 
If “Yes”, provide amount _______________________________
 
Liquidation and Acquisition Expenses:
 
 Amounts requiring Amortization Schedule for backup:
 
Actual Unpaid Principal Balance of Mortgage Loan
 
Interest Accrued at Net Rate Less Servicing Fees
 
Accrued Servicing Fees
 
 
 
Amounts requiring Additional backup:
 
Attorney’s Fees
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Attorney’s Costs
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Taxes
Payment history showing disbursements
 
Property Maintenance
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Property Inspection
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
PMI/Hazard Insurance Premiums
Payment history showing disbursements
 
Utility Expenses
Payment history showing disbursements
 
Appraisal/BPO Expenses
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
HOA Dues
Payment history showing disbursements
 
Cash For Keys
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Miscellaneous (itemized)
Requires Itemization and supporting detail
 
Total Expenses
------------------------------------------------
 
 
 
Credits to Loan:
 
Escrow Balance/Advance
Payment history showing disbursements and ending balance
 
Rental Receipts
Payment history showing application of funds to loan
 
Hazard Claim Proceeds
Payment history showing credit to account
 
PMI Funds
EOB document
 
Government Insurance Funds (Part A Funds)
EOB document
 
REO Proceeds
HUD 1 Settlement Statement
 
Government Insurance Funds (Part B Funds)
EOB document
 
Pool Insurance Proceeds
Payment history showing credit to account
 
Other Credits (itemized)
Payment history showing credit to account
 
Total Credits
------------------------------------------------
 
 
Total Realized Loss (or Amount of Gain)                                                                                                          $________________ 


NOTE: Do not combine or net remit items. All expenses and credits should be documented individually. Claim packages are due by the fifth business day of the month following receipt of liquidation proceeds. Late claims may result in delayed claim payment. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
 

 


Exhibit 2
EXHIBIT Q to the Purchase Agreement

EMC FORM - REMITTANCE OVERVIEW REPORT

Remittance Overview Report: Provides loan level detail regarding the remittance that will be submitted to EMC Master Servicing and contains the following data fields in the order below:

Field
Field Description
Deal Name
VARCHAR (15)
Master Servicer Loan Number
NUMERIC (9,0)
Current Investor Category
VARCHAR (5)
Original Investor Category
VARCHAR (5)
Servicer Loan Number
VARCHAR (15)
Cutoff Date
DATE (MM/DD/YYYY)
Loan Next Due Date
DATE (MM/DD/YYYY)
Gross Interest Rate
NUMERIC (7,7)
Net Interest Rate
NUMERIC (7,7)
Pending Interest Rate
NUMERIC (7,7)
Servicing Fee Rate
NUMERIC (7,7)
MI Rate
NUMERIC (7,7)
Scheduled P&I Amount (P & I Constant)
NUMERIC (12,2)
ARM Index
NUMERIC (7,7)
Pending ARM Index
NUMERIC (7,7)
Beginning Scheduled Principal Balance
NUMERIC (12,2)
Actual Principal Remitted
NUMERIC (12,2)
Actual Principal Curtailment Remitted
NUMERIC (12,2)
Curtailment Adjustment Remitted
NUMERIC (12,2)
Liquidation Principal Remitted
NUMERIC (12,2)
Principal Not Advanced (stop advance loans only)
NUMERIC (12,2)
Scheduled Gross Interest
NUMERIC (12,2)
Actual Interest Remitted
NUMERIC (12,2)
Scheduled Service Fee Amount
NUMERIC (12,2)
Soldiers and Sailors Variance
NUMERIC (12,2)
Net Interest Not Advanced
NUMERIC (12,2)
Prepayment Penalty Remitted
NUMERIC (12,2)
PMI Premium Remitted
NUMERIC (12,2)
Additional Fees Remitted
NUMERIC (12,2)
Ending Scheduled Balance
NUMERIC (12,2)
Actual Amount Remitted Total (each loan)
NUMERIC (12,2)
Beginning Actual Balance
NUMERIC (12,2)
Actual Principal Collected
NUMERIC (12,2)
Actual Curtailments Collected
NUMERIC (12,2)
Curtailment Adjustment Collected
NUMERIC (12,2)
Gross Interest Collected
NUMERIC (12,2)
Net Interest Collected
NUMERIC (12,2)
Service Fee Collected
NUMERIC (12,2)
Actual Ending Principal Balance
NUMERIC (12,2)
Liquidation Date
DATE (MM/DD/YYYY)
Liquidation Type
VARCHAR (1)
Gross Liquidation Proceeds
NUMERIC (12,2)
Liquidation Expenses
NUMERIC (12,2)
Principal and Interest Advanced Balance
NUMERIC (12,2)
Delinquent Service Fee
NUMERIC (12,2)
Calculated Loss to Trust
NUMERIC (12,2)
Net Interest Remitted
NUMERIC (12,2)
Collected Interest Not Remitted
NUMERIC (12,2)
Ending Advance Balance
NUMERIC (12,2)
Soldiers and Sailors Flag
VARCHAR (1)
Soldiers and Sailors Old Rate
NUMERIC (7,7)
Soldiers and Sailors Old P & I
NUMERIC (12,2)
Modified Date
DATE (MM/DD/YYYY)
Stop Advance Flag
 
Stop Advance Date
DATE (MM/DD/YYYY)
BPO Value
NUMERIC (12,2)
Cash Flow Group
VARCHAR (2)
MSP Principal Balance
NUMERIC (12,2)
Debt Forgiven / Charged Off
NUMERIC (12,2)
Mortgagor PITI Payment
NUMERIC (12,2)
Bankruptcy Status
VARCHAR (2)
Foreclosure Status
VARCHAR (2)
Modification Status
 
Interest Only Loan
VARCHAR (2)
Escrowed Loan
VARCHAR (2)
Monthly Escrow Deposit
NUMERIC (12,2)
Escrow Balance
NUMERIC (12,2)
Escrow Advance Balance
NUMERIC (12,2)
Restricted Escrow Balance
NUMERIC (12,2)
Mortgagor Recoverable Corporate Expense Balance
NUMERIC (12,2)
Non-Recoverable Corporate Expense Balance
NUMERIC (12,2)
HUD 235 Loan Status
VARCHAR (2)
HUD 235 Balance
NUMERIC (12,2)
Late Charge Balance
NUMERIC (12,2)
Buydown Loan Status
VARCHAR (2)
Monthly Buydown Amount
NUMERIC (12,2)
Monthly Buydown Funds Balance
NUMERIC (12,2)
Prepayment Penalty Amount Waived
NUMERIC (12,2)
Prepayment Penalty Waived Reason Code
VARCHAR (3)
Material Breach Status
VARCHAR (3)
Material Breach Code
VARCHAR (3)
Prefunding Date
DATE (MM/DD/YYYY)
3rd Party Recoverable Expenses
NUMERIC (12,2)




Exhibit 3
EXHIBIT R to the Purchase Agreement

EMC FORM - REMITTANCE SUMMARY REPORT

Remittance Summary Report: Provides summary data at a deal (investor/category) level regarding the remittance that will be submitted to EMC Master Servicing and contains the following data fields in the order below:

Field
Field Description
Deal
VARCHAR (15)
Investor
VARCHAR (5)
Category
VARCHAR (5)
Principal Remitted
NUMERIC (15,2)
Curtailments Remitted
NUMERIC (15,2)
Curtailment Adjustments Remitted
NUMERIC (15,2)
Liquidation Proceeds Remitted
NUMERIC (15,2)
Principal Not Advanced (stop advance loans only)
NUMERIC (15,2)
Principal Amounts Called/Collapsed
NUMERIC (15,2)
Total Principal Remitted
NUMERIC (15,2)
Interest Remitted
NUMERIC (15,2)
PMI Premiums Remitted
NUMERIC (15,2)
Soldiers and Sailors Difference
NUMERIC (15,2)
Net Interest Not Advanced
NUMERIC (15,2)
Non Comp Interest Remitted
NUMERIC (15,2)
Prepayment Penalties Remitted
NUMERIC (15,2)
Total Interest Remitted
NUMERIC (15,2)
Arrearage Amount Remitted
NUMERIC (15,2)
Aggregate Loss to Trust
Total Manual Adjustments
NUMERIC (15,2)
Debt Forgiven/ Charged Off
NUMERIC (15,2)
Additional Fees Collected
NUMERIC (15,2)
Total Remittance
NUMERIC (15,2)





Exhibit 4
EXHIBIT S to the Purchase Agreement

EMC FORM - DEFAULT OVERVIEW REPORT

Default Overview Report: Provides loan level detail regarding the defaulted loans that are being serviced and reported to EMC Master Servicing. The report contains the following data fields in the order below:

Field
Field Description
Servicer loan number
VARCHAR (15)
SBO loan number
VARCHAR (9)
Zip Code
VARCHAR (5)
Original loan amount
NUMERIC (12,2)
Original value amount
NUMERIC (12,2)
Origination date
DATE (MM/DD/YYYY)
Loan type
VARCHAR (2)
Actual due date
DATE (MM/DD/YYYY)
Current loan amount
NUMERIC (12,2)
Corporate expense balance
NUMERIC (12,2)
Escrow balance/advance balance
NUMERIC (12,2)
Suspense balance
NUMERIC (12,2)
Restricted escrow balance
NUMERIC (12,2)
Current Value date
DATE (MM/DD/YYYY)
Current value amount
NUMERIC (12,2)
Current value source
VARCHAR (15)
VA LGC/ FHA Case number
VARCHAR (15)
% of MI coverage
NUMERIC (7,7)
MI certificate number
VARCHAR (15)
LPMI Cost 
NUMERIC (7,7)
Occupancy status 
VARCHAR (1)
First vacancy date 
DATE (MM/DD/YYYY)
Property condition
VARCHAR (2)
Property type
VARCHAR (2)
Delinquency flag
VARCHAR (2)
Reason for default
VARCHAR (2)
FNMA action code
VARCHAR (3)
FNMA delinquency reason code
VARCHAR (3)
Loss mit flag
VARCHAR (2)
Loss mit type
VARCHAR (2)
Loss mit approval date
DATE (MM/DD/YYYY)
Loss mit removal date
DATE (MM/DD/YYYY)
Repay first due date 
DATE (MM/DD/YYYY)
Repay next due date
DATE (MM/DD/YYYY)
Repay plan broken/reinstated/closed date
DATE (MM/DD/YYYY)
Repay plan created date
DATE (MM/DD/YYYY)
Foreclosure flag
VARCHAR (2)
Foreclosure attorney referral date
DATE (MM/DD/YYYY)
Actual first legal date
DATE (MM/DD/YYYY)
Date FC sale scheduled
DATE (MM/DD/YYYY)
Foreclosure actual sale date 
DATE (MM/DD/YYYY)
Actual redemption end date
DATE (MM/DD/YYYY)
Actual eviction complete date 
DATE (MM/DD/YYYY)
Actual eviction start date
DATE (MM/DD/YYYY)
Bankruptcy flag
VARCHAR (2)
Actual bankruptcy start date
DATE (MM/DD/YYYY)
Bankruptcy chapter 
VARCHAR (2)
Bankruptcy Case Number
VARCHAR (15)
Post petition due date
DATE (MM/DD/YYYY)
Actual discharge date
DATE (MM/DD/YYYY)
Date relief/dismissal granted
DATE (MM/DD/YYYY)
Actual MI claim filed date
DATE (MM/DD/YYYY)
Actual MI claim amount filed
NUMERIC (12,2)
MI claim amount paid
NUMERIC (12,2)
MI claim funds received date
DATE (MM/DD/YYYY)
Title approval letter received date
DATE (MM/DD/YYYY)
Title package HUD/VA date
DATE (MM/DD/YYYY)
FHA 27011A transmitted date
DATE (MM/DD/YYYY)
FHA Part A funds received date
DATE (MM/DD/YYYY)
FHA 27011 B transmitted date
DATE (MM/DD/YYYY)
FHA Part B funds received date 
DATE (MM/DD/YYYY)
VA NOE submitted date
DATE (MM/DD/YYYY)
VA first funds received amount
NUMERIC (12,2)
VA first funds received date
DATE (MM/DD/YYYY)
VA claim funds received date
DATE (MM/DD/YYYY)
VA claim submitted date
DATE (MM/DD/YYYY)
VA claims funds received amount
NUMERIC (12,2)
REO flag
VARCHAR (2)
REO repaired value
NUMERIC (12,2)
REO value (as is)
NUMERIC (12,2)
REO value date
DATE (MM/DD/YYYY)
REO value source
VARCHAR (15)
REO original list date 
DATE (MM/DD/YYYY)
REO original list price
NUMERIC (12,2)
REO list price adjustment amount
NUMERIC (12,2)
REO list price adjustment date 
DATE (MM/DD/YYYY)
Date REO offer received
DATE (MM/DD/YYYY)
Date REO offer accepted
DATE (MM/DD/YYYY)
REO scheduled close date
DATE (MM/DD/YYYY)
REO actual closing date
DATE (MM/DD/YYYY)
REO sales price
NUMERIC (12,2)
REO net sales proceeds
NUMERIC (12,2)
Estimated loss
NUMERIC (12,2)





Exhibit 5
EXHIBIT T to the Purchase Agreement

EMC FORM - DELINQUENCY SUMMARY REPORT

Delinquency Summary Report: Provides summary data at the servicer investor level regarding loan performance that will be submitted to EMC Master Servicing and contains the following data fields in the order below:

Field
Field Description
Servicer Investor Number
VARCHAR (5)
Mortgage Group
VARCHAR (1)
Performance type (Current, 30 days, 60 days, 90+ days, Foreclosure, Bankruptcy or PIF)
VARCHAR (6)
Count of Loans
NUMERIC (10,0)
Percent of Investor Number
NUMERIC (7,7)
Deal UPB
NUMERIC (14,2)
Percent of Deal UPB
NUMERIC (7,7)
Arrears Balance
NUMERIC (14,2)
Percent of Arrears Balance
NUMERIC (7,7)
Foreclosure Quick Sale
NUMERIC (12,2)
REO Book Value
NUMERIC (12,2)





Exhibit 6
EXHIBIT U to the Purchase Agreement

EMC FORM - MODIFIED LOANS REPORT

Modified Loans Report: Provides loan level data regarding all loans that the Servicer has modified with the first modified payment due within thirty days following the end of the reporting cycle. The report contains the following data fields in the order below:

Field Description
Field Description
Loan
VARCHAR (15)
Investor
VARCHAR (5)
Original Category
VARCHAR (5)
Current Category
VARCHAR (5)
Stop Adv Flag
VARCHAR (3)
Modified Due Date
DATE (MM/DD/YYYY)
Mod Loan Curtailment
NUMERIC (15,2)
Mod Loan Curt Adjustment
NUMERIC (15,2) 
Principal Advanced Capped
NUMERIC (15,2) 
Net Interest Advanced Capped
NUMERIC (15,2)
Service Fee Advanced Capped
NUMERIC (15,2)
Third Party Bal Capped
NUMERIC (15,2)
Amount of Other Capped
NUMERIC (15,2)
Borrower Interest Contribution
NUMERIC (15,2)
Borrower Fee Code Arrearage Contribution
NUMERIC (15,2)
Borrower Principal Contribution
NUMERIC (15,2)
Amt Forgiven
NUMERIC (15,2)
Beg Delq Prin Bal
NUMERIC (15,2)
Beg Delq Int Bal
NUMERIC (15,2)
Beg Pre Prin Bal
NUMERIC (15,2)
Beg Pre Int Bal
NUMERIC (15,2)
Excess Int Adjust
NUMERIC (15,2)
Excess Interest on Mod
NUMERIC (15,2)








Exhibit 7
EXHIBIT V to the Purchase Agreement

EMC FORM - CLAIMS SUBMITTED REPORT

Claims Submitted Report: Provides loan level detail regarding claims submitted by the servicer’s investor number that will be submitted to EMC Master Servicing and contains the following data fields in the order below:

Field
Field Description
Servicer Investor Number
VARCHAR (5)
Servicer Investor Category
VARCHAR (5)
Loan Number
VARCHAR (15)
Mortgage Group
VARCHAR (1)
Liquidation Type
VARCHAR (1)
Escrow Balance or Advance Balance
NUMERIC (12,2)
Corporate Expense Balance
NUMERIC (12,2)
Restricted Escrow Balance
NUMERIC (12,2)
Replacement Reserve Balance
NUMERIC (12,2)
Suspense Balance
NUMERIC (12,2)
Third Party Expense Balance
NUMERIC (12,2)
Charge Off Amount
NUMERIC (12,2)
Side Note Collections
NUMERIC (12,2)
Claim Amount Submitted
NUMERIC (12,2)







Exhibit 8
EXHIBIT W to the Purchase Agreement

EMC FORM - LOSS SEVERITY SUMMARY REPORT

Loss Severity Summary Report: Provides summary data at the deal level regarding loss severity that will be submitted to EMC Master Servicing and contains the following data fields in the order below:

Field
Field Description
Month End
DATE (MM/DD/YYYY)
Deal Name
VARCHAR (15)
Servicer Investor Number
VARCHAR (5)
Servicer Investor Category
VARCHAR (5)
Mortgage Group
VARCHAR (1)
Loan Number
VARCHAR (15)
Liquidation Type
VARCHAR (1)
Loan Due Date
DATE (MM/DD/YYYY)
PIF Date
DATE (MM/DD/YYYY)
Gross Interest Rate
NUMERIC (7,7)
Net Interest Rate
NUMERIC (7,7)
Service Fee Rate
NUMERIC (7,7)
P & I Constant
NUMERIC (12,2)
Scheduled Beginning Balance
NUMERIC (12,2)
Arrearage Balance
NUMERIC (12,2)
Total Legal and Other Expenses
NUMERIC (12,2)
Scheduled Advanced Interest
NUMERIC (12,2)
Scheduled Liquidated Amount
NUMERIC (12,2)
Gross Liquidation Proceeds
NUMERIC (12,2)
P & I Advance Balance
NUMERIC (12,2)
Delinquent Service Fee
NUMERIC (12,2)
Net Liquidation Proceeds
NUMERIC (12,2)
Scheduled Net Interest
NUMERIC (12,2)
Net Liquidated Funds Remitted
NUMERIC (12,2)
Total Loss (Gain) Amount
NUMERIC (12,2)
Total Loss (Gain) to Trust
NUMERIC (12,2)
Total Loss (Gain) to Servicer
NUMERIC (12,2)
Total Loss Severity %
NUMERIC (7,7)
Total Loss Severity % to Trust
NUMERIC (7,7)
Total Liquidated Remitted
NUMERIC (12,2)
Claim on Trust Loss
NUMERIC (12,2)
Claim on Servicer Loss
NUMERIC (12,2)
Total Claim Amount
NUMERIC (12,2)





Exhibit 9
EXHIBIT O to the Purchase Agreement

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by [the Servicer] [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.
 
 
 
 





Exhibit 10
EXHIBIT X to the Purchase Agreement

EMC FORM - DELEGATED AUTHORITY LEVELS

EMC MASTER SERVICING ASSET AUTHORITY LEVELS
All asset management decisions and claim submissions for both standard and delegated authority levels require the servicer to comply with all agency
(ie: FNMA, FHLMC, HUD and VA) and insuring company requirements.
TASK
STANDARD AUTHORITY LEVEL
DELEGATED AUTHORITY LEVEL
 
APPROVAL NEEDED?
APPROVAL NEEDED IF….
APPROVAL NEEDED?
APPROVAL NEEDED IF….
Partial Releases1 
Yes
·  In all instances
Yes
·  In all instances
Assumptions1
Yes
·  In all instances
Yes
·  In all instances
Relief Provisions1
Yes
·  In all instances
Yes
·  In all instances
Forbearance Plans1
Yes
·  Plan exceeds 6 months or
·  Proposes to suspend payments
Yes
·  Plan exceeds 12 months or
·  Plan proposes to suspend payments
Modifications1, 2, 3, 4
Yes
·  In all instances
Yes
·  Only if the terms of the proposed modification exceed the parameters of the governing agreements or the loan is changed from an ARM to fixed rate or the rate is reduced by more than 2%
Pre-Foreclosure (short sales)1, 6
Yes
·  In all instances
Yes
·  The loss severity experienced is expected to be greater than 20%
Foreclosure Referral (1st liens)1
Yes
·  
·  The UPB is less than $30k or greater than $400k or
·  The mortgagor has paid less than 6 installments
Yes
·  The UPB is less than$50k or greater than$750k or
·  The mortgagor has paid less than 6 installments
Foreclosure Referral (2nd liens)1,7
Yes
·  In all instances
Yes
·  In all instances
Charge Offs
 
·  In all instances
 
·  If combined LTV is less than 80%
Buyout of 1st lien1, 4 ,6
Yes
·  In all instances
Yes
·  In all instances
Foreclosure Bid1, 6
Yes
·  The UPB is less than $30k or greater than $400k or
·  The mortgagor has paid less than 6 installments
Yes
·  The UPB is less than $50k or greater than $750k or
·  The mortgagor has paid less than 6 installments
Third Party Sales1, 6
Yes
·  In all instances
Yes
·  In all instances
Note Sales1, 6
Yes
·  In all instances
Yes
·  In all instances
Deed-in-Lieu 1, 6
Yes
·  In all instances
Yes
·  In all instances
REO Listing Price1, 5
Yes
·  The UPB was less than $50k or greater than $400k or
·  The mortgagor has paid less than 6 installments
Yes
·  The UPB was less than $50k or greater than $750k or
·  The mortgagor has paid less than 6 installments
REO Repairs (excluding property preservation)1
Yes
·  The necessary repairs total more than 1% of the UPB and an estimated return of less than 15% of cost
Yes
·  The necessary repairs total more than 2% of the UPB
REO Offers 1, 6
Yes
·  The loss severity of accepting the offer exceeds 25%
Yes
·  The loss severity of accepting the offer exceeds 25%
 
FOOT NOTES:
1.    To request approval, the servicer may be required to submit the following documentation to the Master Servicer: property appraisals, BPOs, equity analysis documentation, correspondence from/to title insurance companies, copies of insurer approval, loss mitigation documents and agreements with mortgagors, hardship documentation, closing/settlement documents, value reconciliations and repair estimates. Although master servicer approval may have been obtained as outlined above, the master servicer reserves the right to approve or deny losses at the time of claim submission due to servicer performance related issues.
2.    The Servicer agrees to provide to the Master Servicer copies of executed modifications within 10 days of execution.
3.    The Owner / Master Servicer reserve the right to remove all authority to complete loan modifications to ensure compliance with limitations outlined in governing agreements.
4.    The Servicer is to ensure that lien position is maintained in completing alternatives to foreclosure.
5.    The Servicer agrees to provide to the Master Servicer copies of marketing plans for all REO loans. Although the servicer may have asset authority as outlined above, the Master Servicer reserves the right to modify anticipated courses of action.
6.    Special notice of the task is required to be provided to the Master Servicer.
7.    The Servicer assumes all risks in addition to financial liability for amounts beyond 100% severity of the Owner / Master Servicer’s original position.



 



EXHIBIT R-3

FORM OF WELLS FARGO ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
 
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the “Assignment and Assumption Agreement”), dated as of January 30, 2007, among EMC Mortgage Corporation, a Delaware 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, Asset-Backed Certificates, Series 2007-AC1 (the “Assignee”) and Wells Fargo Bank, N.A. as company (the “Company”).
 
Whereas the Assignor purchased certain mortgage loans listed on Exhibit A attached hereto (the “Mortgage Loans”) from the Company pursuant to that certain (i) Amended and Restated Master Seller’s Warranties and Servicing Agreement dated as of November 1, 2005 (the “Warranties and Servicing Agreement” or the “Agreement”) and (ii) Assignment and Conveyance Agreement dated as of October 24, 2006 (WFHM 2006-W81) between the Company and the Assignor (the “Assignment and Conveyance Agreement”);
 
Whereas the Assignor and the Company entered into that certain Warranties and Servicing Agreement pursuant to which the Company agrees to service the Mortgage Loans.
 
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans now serviced by the Company for the Assignor and its successors and assigns pursuant to the Warranties and Servicing Agreement shall be subject to the terms of this Assignment and Assumption Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Warranties and Servicing Agreement.
 
Assignment and Assumption
 
1.  Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in, to and under (a) the Mortgage Loans and (b) the Warranties and Servicing Agreement with respect to the Mortgage Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title and interest, to and under the Warranties and Servicing Agreement with respect to any mortgage loan other than the Mortgage Loans listed on Exhibit A. 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 Warranties and Servicing 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 of the Warranties and Servicing 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. 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 Warranties and Servicing Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).
 
Representations Warranties and Covenants
 
2.  The Assignor warrants and represents to, and covenants with, the Assignee that as of the date hereof:
 
(a)  
Attached hereto as Exhibit B are true and accurate copies of the Warranties and Servicing Agreement and the Assignment and Conveyance Agreement, which agreements are in full force and effect as of the date hereof and the provisions of which have not been waived, further amended or modified in any respect, nor has any notice of termination been given thereunder;
 
(b)  
The Assignor is the lawful owner of the Mortgage Loans with full right to transfer the Mortgage Loans and any and all of its interests, rights and obligations under the Warranties and Servicing Agreement as they relate to the Mortgage Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Mortgage Loans to the Assignee as contemplated herein, the Assignee shall have good title to each and every Mortgage Loan, as well as any and all of the Assignee’s interests, rights and obligations under the Warranties and Servicing Agreement as they relate to the Mortgage 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 with respect to the Mortgage Loans or the Warranties and Servicing Agreement;
 
(d)  
The Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Mortgage Loan;
 
(e)  
The 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 Mortgage Loans;
 
(f)  
The Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Assignment and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which the 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 the Assignor of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of the Assignor. This Assignment and Assumption Agreement has been duly executed and delivered by the Assignor and, upon the due authorization, execution and delivery by the Assignee and the Company, will constitute the valid and legally binding obligation of the Assignor enforceable against the 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 the Assignor in connection with the execution, delivery or performance by the Assignor of this Assignment and Assumption Agreement, or the consummation by it of the transactions contemplated hereby. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, or any interest in the Mortgage Loans or otherwise approached or negotiated with respect to the Mortgage Loans, or any interest in the Mortgage 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 Mortgage Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto; and
 
(h)  
The Assignor has received from the Company, and has delivered to the Assignee, all documents required to be delivered to the Assignor by the Company prior to the date hereof pursuant to the Warranties and Servicing Agreement with respect to the Mortgage Loans and has not received, and has not requested from the Company, any additional documents.
 
3.  The Assignee warrants and represents to, and covenants with, the Assignor and the Company as of the date hereof:
 
(a)  
The 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 Mortgage Loans on behalf of the holders of Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1;
 
(b)  
The Assignee has full corporate power and authority to execute, deliver and perform under this Assignment and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee’s charter or by-laws or any legal restriction, or any material agreement or instrument to which the 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 the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of the Assignee. This Assignment and Assumption Agreement has been duly executed and delivered by the Assignee and, upon the due authorization, execution and delivery by the Assignor and the Company, will constitute the valid and legally binding obligation of the Assignee enforceable against the 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 the Assignee in connection with the execution, delivery or performance by the Assignee of this Assignment and Assumption Agreement, or the consummation by it of the transactions contemplated hereby; and
 
(d)  
The Assignee assumes all of the rights of the Purchaser under the Warranties and Servicing Agreement with respect to the Mortgage Loans other than the right to enforce the obligations of the Company under the Warranties and Servicing Agreement.
 
4.  The Company warrants and represents to, and covenants with, the Assignor and the Assignee as of the date hereof:
 
(a)  
Attached hereto as Exhibit B are true and accurate copies of the Warranties and Servicing Agreement and the Assignment and Conveyance Agreement, which agreements are in full force and effect as of the date hereof and the provisions of which have not been waived, further amended or modified in any respect, nor has any notice of termination been given thereunder;
 
(b)  
The Company is a national banking association duly organized, validly existing and in good standing under the laws of the United States, and has all requisite power and authority to service the Mortgage Loans and otherwise to perform its obligations under the Warranties and Servicing Agreement;
 
(c)  
The Company has full power and authority to execute, deliver and perform its obligations under this Assignment and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Company’s charter or by-laws or any legal restriction, or any material agreement or instrument to which the 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 the Company or its property is subject. The execution, delivery and performance by the Company of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on part of the Company. This Assignment and Assumption Agreement has been duly executed and delivered by the 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 the Company in accordance with its terms except as enforceability may be limited by the effect of insolvency, liquidation, conservatorship and other similar laws administered by the Federal Deposit Insurance Corporation affecting the enforcement of contract obligations of insured banks and subject to the application of the rules of equity;
 
(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 the Company in connection with the execution, delivery or performance by the Company of this Assignment and Assumption 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 Warranties and Servicing Agreement in favor of the Assignee with respect to the Mortgage Loans separate from the Custodial Account and Escrow Account previously established under the Warranties and Servicing Agreement in favor of the Assignor; and
 
(f)  
Pursuant to Section 9.01 of the Warranties and Servicing Agreement, the Company hereby restates the representations and warranties set forth in Section 3.01 of the Warranties and Servicing Agreement with respect to the Company as of the date hereof as amended by Section 10.
 
5.  The Company warrants and represents to, and covenants with, the Assignor and Structured Asset Mortgage Investments II Inc. (“SAMI II”) as of the date hereof:
 
(a)  
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;
 
(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)  
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;
 
(d)  
No material changes to the Company’s policies or procedures with respect to the servicing function it will perform under the Warranties and Servicing Agreement and this Assignment and Assumption Agreement for mortgage loans of a type similar to the Mortgage 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 Warranties and Servicing Agreement and this Assignment and Assumption 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.
 
6.  The 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 the Assignor set forth in this Assignment and Assumption Agreement or the breach of any covenant or condition contained herein.
 
7.  The Company hereby acknowledges that EMC Mortgage Corporation and any successor thereto (the “Master Servicer”), has been appointed as master servicer of the Mortgage Loans pursuant to the Pooling and Servicing Agreement dated as of January 1, 2007 the “Pooling and Servicing Agreement”), among SAMI II, the Assignor, as seller and Master Servicer and the Assignee, and therefore has the right to enforce all obligations of the Company under the Warranties and Servicing Agreement. Such right will include, without limitation, the right to receive all remittances required to be made by the Company under the Warranties and Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Company under the Warranties and Servicing 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 hereby acknowledges that the Master Servicer shall be obligated to notify the Assignee in accordance with the Pooling and Servicing Agreement upon the discovery of an event of default by the Company of its obligations under the Warranties and Servicing Agreement and the Assignee shall have the right to terminate the Company as servicer under the Warranties and Servicing Agreement upon the occurrence of such an event of default.
 
8.  Notwithstanding any term hereof to the contrary, the execution and delivery of this Assignment and Assumption Agreement by the Assignee is solely in its capacity as trustee for Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 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 Assignment and Assumption Agreement shall be limited solely to the assets it may hold as trustee of Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1.
 
Recognition of Assignee
 
9.  From and after the date hereof, the Company shall recognize the Assignee as owner of the Mortgage Loans and will service the Mortgage Loans for the Assignee as if the Assignee and the Company had entered into a separate servicing agreement for the servicing of the Mortgage Loans in the form of the Warranties and Servicing Agreement (as modified herein), the terms of which are incorporated herein by reference. Notwithstanding anything to the contrary contained herein or in the Warranties and Servicing Agreement, the Company acknowledges that the Mortgage Loans will be part of a REMIC and hereby agrees that in no event will it service the Mortgage Loans 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 the Assignor, the Company and the Assignee that this Assignment and Assumption Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither the Company nor the Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Warranties and Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans without the prior written consent of the Assignee.
 
The Company shall prepare for and deliver to the Master Servicer for the benefit of the Assignee a statement with respect to each mortgaged property acquired through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan (“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 Assignee to comply with the reporting requirements of the REMIC provisions of the Code. The net monthly rental income, if any, from such REO Property shall be deposited in the related collection account no later than the close of business on each determination date. The Company shall perform, or cause to be performed, 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 Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 acquires any REO Property as aforesaid or otherwise in connection with a default or default becoming reasonably foreseeable on an Mortgage Loan, the Company shall cause such REO Property to be disposed prior to three (3) years after its acquisition by Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 or, at the expense of Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1, request more than sixty (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 Assignee shall have been supplied with an opinion of counsel addressed to the Assignee rendered by nationally recognized tax counsel specializing in such matters (such opinion not to be an expense of the Assignee) to the effect that the holding by Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 of such REO Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of any REMIC as defined in Section 860F of the Code or cause any REMIC to fail to qualify as a REMIC, in which case Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 may continue to hold such REO Property (subject to any conditions contained in such opinion of counsel). Notwithstanding any other provision of the Servicing Agreement, no REO Property acquired by Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any federal, state or local income taxes on the income earned from such REO Property under Section 860G(c) of the Code or otherwise, unless the Company has agreed to indemnify and hold harmless Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1 with respect to the imposition of any such taxes.
 
Modification of the Warranties and Servicing Agreement
 
10.  The Company and the Assignor hereby amend the Warranties and Servicing Agreement as follows:
 
(a)  
The following definitions shall be added to Article I of the Warranties and Servicing Agreement:
 
Assignee: U.S. Bank National Association, as trustee for the holders of Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1.
 
Master Servicer: With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related transaction documents.
 
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.
 
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.
 
Trustee: U.S. Bank National Association.
 
(b)  
The definition of Servicing Fee Rate in Article I of the Warranties and Servicing Agreement is deleted in its entirety and replaced with the following:
 
Servicing Fee Rate: A per annum rate equal to 0.25%.
 
(c)  
The definition of Principal Prepayment in Article I of the Warranties and Servicing Agreement is deleted in its entirety and replaced with the following:
 
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date, 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.
 
(d)  
The definition of Remittance Date in Article I of the Warranties and Servicing Agreement is deleted in its entirety and replaced with the following:
 
Remittance Date: The 18th calendar day (or if such 18th calendar day is not a Business Day, then the preceding Business Day) of any month.
 
(e)  
The definition of “Qualified Depository” in the Warranties and Servicing Agreement shall be modified by deleting the word “A-1” and replacing it with the word “A-1+”.
 
(f)  
Article III of the Agreement is hereby amended effective as of the date hereof as follows:
 
(1)  
Section 3.01(b) is amended by replacing the “,” after the word “loans” in the third line, with a “.”, and deleting the remainder of the sentence.
 
(2)  
Section 3.01(c) is amended by deleting, “the sale of the Mortgage Loans to the Purchaser”.
 
(3)  
Section 3.01(f) is amended by adding a “.” after, “The Company is solvent.” And deleting the remainder of the paragraph.
 
(4)  
Section 3.01(h) is amended by deleting, “or the sale of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement.
 
(5)  
Section 3.01(i) is deleted in its entirety.
 
(6)  
Section 3.01(k) is deleted in its entirety.
 
(7)  
by deleting Section 3.01(l) in its entirety and replacing it with the following:
 
(1)  No Material Change.
 
There has been no material adverse change in the servicing policies and procedures, business, operations, financial condition or assets of the Company since the date of the Company’s most recent financial statements that would have a material adverse effect on its ability to perform its obligations under this Agreement;
 
(8)  
Section 3.01(m) is deleted in its entirety.
 
(g)  
Article IV of the Agreement is hereby amended effective as of the date hereof by adding “, other than Servicing Advances,” after “future advances” in the second paragraph of Section 4.01.
 
(h)  
Article IV of the Agreement is hereby amended effective as of the date hereof by deleting “the Company shall notify the Purchaser in writing of the Company’s intention to do so, and the Company shall not commence foreclosure proceedings if the Purchaser objects to such action within three (3) Business Days of receiving such notice” in first paragraph of Section 4.02.
 
(i)  
Article IV of the Agreement is hereby amended effective as of the date hereof by adding the following as the last paragraph of Section 4.02:
 
The Company shall fully reimburse itself, from the Custodial Account, for Servicing Advances and Monthly Advances related to Liquidation Proceeds on the Remittance Date after such Servicing Advances and Monthly Advances are approved; provided, however, the Company must provide documentation in the form of Exhibit K hereto to the Master Servicer seeking approval within ninety (90) days of final liquidation of a Mortgage Loan. The Master Servicer shall provide such approval or denial to the Company no later than thirty (30) days after receipt of such claim; provided, however, such claim must be complete with all supporting documentation. The Company’s obligation to make such Servicing Advances and Monthly Advances as to any Mortgage Loan shall continue through the final liquidation of the Mortgaged Property, unless the Company deems such advance nonrecoverable and submits an officer’s certificate in accordance with Section 5.03.
 
(j)  
Article IV of the Agreement is hereby amended effective as of the date hereof by adding the following paragraph to Section 4.03:
 
The Company 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 Company, 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 Company is required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by the Remittance Date.
 
With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity, such prepayment penalty shall not be imposed in any instance where the mortgage loan is accelerated or paid off in connection with the workout of a delinquent mortgage or due to the borrower’s default, notwithstanding that the terms of the mortgage loan or state or federal law might permit the imposition of such penalty.
 
(k)  
Article IV of the Agreement is hereby amended by replacing the second paragraph of Section 4.04 with the following:
 
The Company shall deposit in a mortgage clearing account on a daily basis, and in the Custodial Account within (2) Business Days after the Company’s receipt of such funds, and retain therein, the following collections received by the Company and payments made by the Company after the related Cut-off Date, other than payments of principal and interest due on or before the related Cut-off Date, or received by the Company prior to the related Cut-off Date but allocable to a period subsequent thereto:
 
(l)  
Article IV of the Agreement is hereby amended effective as of the date hereof by deleting “Liquidation Proceeds,” after “limited to related” in Subsection 4.05(iii).
 
(m)  
The following is added as Subsection 4.05(x) of the Warranties and Servicing Agreement:
 
“(x) to reimburse itself for any Nonrecoverable Advances upon prior approval from the Master Servicer. The Master Servicer shall provide such approval or denial to the Company no later than thirty (30) days after receipt of such claim; provided, however, such claim must be complete with all supporting documentation.”
 
(n)  
Article IV of the Agreement is hereby amended by replacing the second paragraph of Section 4.06 with the following:
 
The Company shall deposit in a mortgage clearing account on a daily basis, and in the Escrow Account or Accounts within two (2) Business Days after the Company’s receipt of such funds, and retain therein:
 
(o)  
Article IV of the Agreement is hereby amended by replacing Section 4.25 with the following:
 
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 paragraph (a) of this Section 4.25. 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 paragraph (b) of this Section 4.25.
 
(a) 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 4.25 and with Sections 6.04, 6.06, 9.01(e)(iii), 9.01(e)(v), 9.01(e)(vi), 9.01(e)(vii), 9.01(e)(viii) and 9.01(f) 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 9.01(e)(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 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 6.06 as and when required to be delivered.
 
(b) 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 Subcontractor. The Company 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 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 (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.
 
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 6.06 and 9.01(f) 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 6.06, in each case as and when required to be delivered.
 
(p)  
Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its entirety and replacing it with the following:
 
Section 5.02 Statements to the Purchaser.
 
No later than the tenth (10th) calendar day, the Company shall furnish to the Master Servicer an electronic file containing the data specified in Exhibit I, which data shall reflect information as to the period ending on the last day of the preceding month, Exhibit J with respect to defaulted mortgage loans, Exhibit K with respect to realized losses and gains, Exhibit L with respect to modified mortgage loans and Exhibit M with respect to claims submitted, with each such report.
 
(q)  
Section 5.03 (Monthly Advances by the Company) is hereby amended by adding as the last sentence of the paragraph:
 
“The Company shall not have an obligation to advance amounts in respect to shortfalls in excess of what is required under the Servicemembers Civil Relief Act or similar state and local laws for all applicable Mortgage Loans.”

(r)  
Section 6.02 (Satisfaction of Mortgages and Release of Mortgage Loan Documents) is hereby amended by adding “(other than as a result of a modification of the Mortgage pursuant to this Agreement or a liquidation of the Mortgaged Property pursuant to the terms of this Agreement)” after “secured by the Mortgage” in the second paragraph.
 
(s)  
Section 6.04 (Annual Statements as to Compliance) is hereby amended as follows:
 
(1)  
delete paragraph (i) in its entirety;
 
(2)  
delete the reference to “(ii)” at the beginning of the section paragraph;
 
(3)  
delete the references to “the Purchaser and any Depositor” and replace each with “the Master Servicer”; and
 
(4)  
add the following paragraph to the end of the section:
 
“In the event the Company or any subservicer or subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Annual Statement of Compliance pursuant to this Section 6.04 or to the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.” 
 
(t)  
Section 6.05 (Annual Independent Public Accountants’ Servicing Report) is deleted in its entirety.
 
(u)  
Section 6.06 (Report on Assessment of Compliance and Attestation) is hereby amended by replacing the references to “the Purchaser and any Depositor” with “the Master Servicer”, “the Purchaser and such Depositor” with “the Master Servicer”, “Section 425(b)” with “Section 4.25(b)” and “paragraphs (a) and (b)” with “paragraphs (i) and (ii)”.
 
(v)  
Section 6.06 is hereby amended by adding the following paragraph at the end of the section:
 
“In the event the Company or any subservicer or subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.06 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.”
 
(w)  
Section 6.07(i) is hereby amended by replacing the reference to “Section 9.01(e)(iv)(A)” with “Section 9.01(e)(vi)(A)”, “Section 9.01(e)(iv)(B)” with “Section 9.01(e)(vi)(B)” and deleting the reference to “Section 6.05”.
 
(x)  
Section 6.07(ii) is hereby amended by replacing the references to “Purchaser or Depositor” with “Purchaser, any Master Servicer or any Depositor”, “Subcontract” with “Subcontractor” and deleting the reference to “Section 6.05”.
 
(y)  
The following are added as the second, third and fourth paragraphs of Section 6.09 of the Warranties and Servicing Agreement:
 
Notwithstanding anything in this Agreement to the contrary, the Company (a) shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to the 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 any Mortgage Loan that would both effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder).
 
Prior to taking any action with respect to the Mortgage Loans which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel reasonably acceptable to the Trustee with respect to whether such action could result in the imposition of a tax upon the REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on 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 action or cause the Trust Fund to take any such action 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 the REMIC. The Company shall not enter into any arrangement by which the REMIC will receive a fee or other compensation for services nor permit the 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.”
 
(z)  
Article IX of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by deleting in its entirety Section 9.01(d).
 
(aa)  
Article IX of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by replacing Section 9.01(e)(iv) with the following:
 
(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 to) (1) provide prompt notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Company or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company or any Subservicer and any of the parties specified in Section 9.01(e)(iii)(J) (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 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 (2) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.
 
Each such notice/update pursuant to this Section 9.01(e)(iv) should be sent by e-mail to regABnotifications@bear.com. Additionally, all notifications pursuant to this Section 9.01(e)(iv), other than those pursuant to Section 9.01(e)(iv)(A), should be sent to:
 
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX 75067-3884
Attention: Michelle Viner
Facsimile: (214) 626-4889

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 9.01(e)(iv)(A) should be sent to:
 
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, Texas 75067
Attention: General Counsel
Facsimile: (469) 759-4714

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: Michelle Viner
Facsimile: (214) 626-4889

 
(bb)  
Section 9.01(e)(v) of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof, by replacing the references to “the Purchaser and any Depositor” with “the Purchaser, the Master Servicer and any Depositor” and “the Purchaser and such Depositor” with “the Purchaser, the Master Servicer and such Depositor”.
 
(cc)  
The third paragraph of Section 9.01 of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by replacing such section with the following:
 
The Purchaser and the Company acknowledge and agree that the purpose of Section 9.01(e) 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, the Master Servicer 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, the 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 and any Master Servicer 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, the 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 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.
 
(dd)  
Section 9.01(e)(vii) of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by replacing such section with the following:
 
(vii) 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 (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 Company or any Subservicer, the Company or such Subservicer, as applicable, shall, 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 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).
 
(ee)  
Article IX of the Agreement is hereby amended effective as of the date hereof by inserting the following new Section 9.01(e)(viii) as follows:
 
(viii) The Company 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 Company or any Subservicer or the Company or such Subservicer’s performance hereunder.
 
(ff)  
Article IX of the Agreement is hereby amended effective as of the date hereof by inserting the following after Section 9.01(e)(iii)(H) in its entirety as follows:
 
(I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Servicer; and
 
(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.
 
(gg)  
Article IX of this Agreement is hereby amended by replacing Section 9.01(f) with the following:
 
 
(f)
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 Sections 4.25, 5.02, 6.04, 6.06 or 9.01(c) or (e) by or on behalf of the Company, or provided under Sections 9.01(c) or (e) 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 this Section 9.01(f), including 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 Sections 4.25, 5.02, 6.04, 6.06 or 9.01(c) or (e), 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 Company of a representation or warranty set forth in Section 9.01(e)(vi)(A) or in a writing furnished pursuant to Section 9.01(e)(vi)(B) 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 9.01(e)(vi)(B) 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 Sections 4.25, 6.04, 6.06, 6.07 or 9.01.

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 ins 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 in sub-clause (ii) of this Section 9.01(f), 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.
 
(hh)  
Article X of the Agreement is hereby amended effective as of the date hereof by replacing the reference to “Custodial Agreement” in Section 10.01(ii) with “Custodial Agreement (if no specific grace period or notification requirement is applicable therein)”.
 
(ii)  
Article X of the Agreement is hereby amended effective as of the date hereof by replacing the last paragraph of Section 10.01 with the following paragraph (new next underlined):
 
Upon receipt by the Company of such written 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 12.01. Upon written request from any Purchaser, the Company shall prepare, execute and deliver to the successor entity designated by the Purchaser any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Company's sole expense. The Company shall 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, Subsidy Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 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.
 
(jj)  
The first sentence of Section 12.03 of the Warranties and Servicing Agreement is deleted in its entirety and replaced with the following:
 
Section 12.03  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.
 
(kk)  
A new Section 12.12 (Third Party Beneficiary) is hereby added to the Warranties and Servicing Agreement.
 
Section 12.12 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.
 
(ll)  
Exhibit D of the Warranties and Servicing Agreement is hereby amended as of the date hereof by deleting in its entirety and inserting a new Exhibit D, a copy of which is annexed hereto as Exhibit H.
 
(mm)  
The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit I, a copy of which is annexed hereto as Exhibit C.
 
(nn)  
The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit J, a copy of which is annexed hereto as Exhibit D.
 
(oo)  
The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit K, a copy of which is annexed hereto as Exhibit E, or such other format as mutually agreed upon between the Company and the Master Servicer.
 
(pp)  
The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit L, a copy of which is annexed hereto as Exhibit F.
 
(qq)  
The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit M, a copy of which is annexed hereto as Exhibit G.
 
11.  A copy of all assessments, attestations, reports and certificates required to be delivered by the Servicer under this Assignment and Assumption Agreement and the 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.  Distributions shall be made by wire transfer of immediately available funds to:
 
EMC Master Servicing Remittances
Bank: Chase Bank of Texas
Branch: Irving, Texas
Account Name: EMC Mortgage Corporation
ABA # 113000609
ACCOUNT # 000000709377717
Reference: M/S Remittance for Wells Fargo Bank, N.A.
Attention: LSBO Group-MS

and the Company shall deliver all reports required to be delivered under the Warranties and Servicing Agreement to the Master Servicer at:
 
EMC Mortgage Corporation 
2780 Lake Vista Drive
Lewisville, Texas 75067
Attention: Michelle Viner
 
Facsimile: (214) 626-4889
 
13.  Notices:
 
The Assignor’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:
 
EMC Mortgage Corporation 
2780 Lake Vista Drive
Lewisville, Texas 75067
Attention: Michelle Viner
Facsimile: (214) 626-4889
 
With a copy to:
 
Bear Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Attention: Robert Durden

 
The Assignee’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:
 
U.S. Bank National Association,
as trustee
One Federal Street, 3rd Floor
Boston, MA 02110
Attention: Corporate Trust Services
 
BSABS 2007-AC1
 
Telecopy: (617) 603-6413
 
The Company’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:
 
Wells Fargo Bank, N.A.
1 Home Campus
MAC X2302-033
Des Moines, Iowa 50328-0001
Attention: John B. Brown
 

 
With a copy to:
 
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: General Counsel - MAC X2401-06T

 
Miscellaneous:
 
14.  Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the reasonable fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing of the transactions contemplated by this Assignment and Assumption Agreement.
 
15.  This Assignment and Assumption Agreement shall be construed in accordance with the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New General Obligations Law, but otherwise 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.
 
16.  No term or provision of this Assignment and Assumption 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.
 
17.  This Assignment and Assumption Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which the Assignor, the Assignee or the Company may be merged or consolidated shall, without the requirement for any further writing, be deemed the Assignor, the Assignee or the Company, respectively, hereunder.
 
18.  This Assignment and Assumption Agreement shall survive the conveyance of the Mortgage Loans and the assignment of the Warranties and Servicing Agreement to the extent of the Mortgage Loans by the Assignor to the Assignee and the termination of the Warranties and Servicing Agreement.
 
19.  This Assignment and Assumption 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.
 
20.  In the event that any provision of this Assignment and Assumption Agreement conflicts with any provision of the Warranties and Servicing Agreement with respect to the Mortgage Loans, the terms of this Assignment and Assumption Agreement shall control.
 
21.  Any new loan number assigned to a Mortgage Loan by the Assignee shall be provided to the Company at the following address: Wells Fargo Bank, N.A., 1 Home Campus, MAC X2302-033, Des Moines, Iowa 50328-0001 Attention: John B. Brown. In addition, if Assignee has changed its document custodian from the previous custodian, such new custodian’s name, address and contact information shall be provided to the Company at the aforementioned address.
 
 




IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be executed by their duly authorized officers as of the date first above written.
 

 
             
U.S. BANK NATIONAL ASSOCIATION, not individually but solely as trustee for the holders of Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates, Series 2007-AC1
                           
                           
             
By:
 
             
Name:
 
             
Title:
 

 
             
EMC MORTGAGE CORPORATION
                           
                           
             
By:
 
             
Name:
 
             
Title:
 

 
             
WELLS FARGO BANK, N.A.,
as Company
                           
                           
             
By:
 
             
Name:
 
             
Title:
 

 
Acknowledged and Agreed
 
   
EMC MORTGAGE CORPORATION,
as Master Servicer
 
                           
                           
By:
     
Name:
     
Title:
     

 
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
 
                           
                           
By:
     
Name:
     
Title:
     

 

 

 




Exhibit A
 
Mortgage Loans
 

 
[Provided upon request]
 




Exhibit B
 
Amended and Restated Master Seller’s Warranties and Servicing Agreement dated as of November 1, 2005, between Wells Fargo and EMC.
 
[Provided upon request]
 

 




Exhibit C
 
EXHIBIT I to the Warranties and Servicing Agreement
 
REMITTANCE OVERVIEW REPORT
 
 
 
 
FIELD
FIELD
FIELD
#
NAME
DEFINITION
     
Current Monthly Remit File reported by Investor Services to Master Servicers & Investors:
1
S50YDATE
Cutoff Date
2
CLIENT
WF Client Number
3
INVNUM
WF Investor Number
4
CATNUM
WF Category Number
5
POOLNUM
Pool Number
6
LOANNUMBER
WF Loan Number
7
INVLNNO
Investor Loan Number
8
SCHPRIN
Scheduled Principal Payment
9
SCHNETINT
Scheduled Net Interest Amount
10
CURTDATE
Curtailment Date
11
CURTCOL
Total Curtailment Amount
12
CURTADJ
Total Curtailment Int Adjustment Amount
13
CURTREMIT
Total Curtailment Remittance Amount
14
INTRATE
Interest Rate
15
SFRATE
Service Fee Rate
16
YIELD
Pass Through Rate
17
PANDI
Principal and Interest Payment
18
BEGSCHPB
Beginning Scheduled Balance
19
ENDSCHPB
Ending Scheduled Balance
20
BEGPB
Beginning Principal Balance
21
ENDPB
Ending Principal Balance
22
DUEDATE
Due Date
23
PRINCOL
Principal Collected
24
INTCOL
Interest Collected
25
SFCOL
Service Fee Collected
26
BUYDOWN
Buydown Amount
27
SCHREMIT
Schedule Principal and Net Interest Remittance Amount
28
TYPE
Populated if "ARM" loan
29
PIFDATEPAID
Payoff Date
30
PIFPRINPAID
Payoff Principal Paid
31
PIFNETINTPAID
Payoff Net Interest Paid
32
PIFPENALTYINTPAID
Payoff Prepayment Penalty Paid
33
PIFREMIT
Total Payoff Remittance Amount
34
PENDING
Pending Transfer Flag
35
MESSAGE
Messages
36
SORTABLELOANNUMBER
Loan Number
37
NOTES
Loan Notes from Reporter
38
PRINDIFF
Loan Sale Difference
39
PRINADJ
Loan Sale Difference Interest Adjustment
 
Additional Fields to be added as a result of REG AB (per CTS):
40
SSCRAREMIT
Soldiers and Sailors Remittance Amount
41
CLAIMSREMIT
Claims Remittance Amount
42
MISCREMIT
Miscellaneous Remittance Amount
43
TOTALREMIT
Total Remittance Amount
44
PPPAMOUNT
Prepayment Penalty Calculated Amount
45
PPPWAIVED
Prepayment Penalty Waived Amount
46
PPPPAIDBYBORROWER
Prepayment Penalty Paid by the Borrower
47
PPPPAIDBYSERVICER
Prepayment Penalty Paid by the Servicer
48
MODEFFDATE
Modification Effective Date
49
MODTYPE
Modification Type (See Mod Type tab)
50
ACTIONCODE
Action Code (See Action Code Tab - Just 63 & 65)
51
ACTUALDUEDATE
Actual loan due date
52
ACTUALPRINBAL
Actual Loan Principal Balance
     
 
Calculation:
 
 
TotalRemit = Remit + PIFRemit + CurtRemit + SSCRARemit + ClaimsRemit + MiscRemit

 

 




Exhibit D
 
EXHIBIT J to the Warranties and Servicing Agreement
 
STANDARD FILE LAYOUT - DEFAULT DETAIL REPORT
 
WF Client ID
WF Loan Number
MAN
Bankrupt_Status
Delq_Paymt_Count
% of MI Coverage
Actual MI Claim Filed Date
Actual Bankruptcy Start Date
Actual MI Claim Amount Filed
Actual Discharge Date
Actual Due Date
Actual Eviction Complete Date
Actual Eviciton Start Date
Actual First Legal Date
Actual Redemption End Date
Bankruptcy Chapter
Bankruptcy Flag
Bankruptcy Case Number
MI Claim Amount Paid
MI Claim Funds Received Date
Current Loan Amount
Date FC Sale Scheduled
Date Relief_Dismissal Granted
Date REO Offer Accepted
Date REO Offer Received
Delinquency Value
Delinquency Value Source
Delinquency Value Date
Delinquency Flag
Foreclosure Flag
Corporate Expense Balance
Foreclosure Attorney Referral Date
Foreclosure valuation amount
Foreclosure Valuation Date
Foreclosure Valuation Source
FHA 27011A Transmitted Date
FHA 27011B Transmitted Date
VA LGC_FHA Case Number
FHA Part A Funds Received Date
Foreclosure Actual Sale Date
Servicer Loan Number
Loan Type
Loss Mit Approval Date
Loss Mit Flag
Loss Mit Removal Date
Loss Mit Type
Loss Mit Value
Loss Mit Value Date
Loss Mit Value Source
MI Certificate Number
LPMI Cost
Occupancy Status
First Time Vacancy_Occupancy Status Date
Original Loan Amount
Original Value Amount
Origination Date
FHA Part B Funds Received Date
Post Petition Due Date
Property Condition
Property Type
Reason for Default
REO Repaired Value
REO List Price Adjustment Amount
REO List Price Adjustment Date
REO Value As Is
REO Actual Closing Date
REO Flag
REO Original List Date
REO Original List Price
REO Net Sales Proceeds
REO Sales Price
REO Scheduled Close Date
REO Value Date
REO Value Source
Repay First Due Date
Repay Next Due Date
Repay plan broken/reinstated/closed date
Repay Plan Created Date
SBO Loan Number
Escrow Balance/advance balance
Title approval letter received date
Title Package HUD/VA Date
VA Claim Funds Received Date
VA claim Submitted Date
VA First Funds Received Amount
VA First Funds Received Date
VA NOE Submitted Date
Zip Code
FNMA Delinquency status code
FNMA Delinquency Reason Code
Suspense Balance
Restricted Escrow Balance
Investor Number
Acq_Date

 

 




Exhibit E
 
EXHIBIT K to the Warranties and Servicing Agreement
 
The Company shall provide the Master Servicer with this Exhibit in the format below or such other format as mutually agreed upon between the Company and the Master Servicer.
 
EMC MASTER SERVICING CALCULATION OF GAIN/LOSS ON DELINQUENT LOAN WORKSHEET
 
Date: ___________________________________
 

 
Prepared By
Phone Number
Email Address
     

 
Servicer Loan Number
Servicer Address
EMC Loan Number
     

 
Borrower Name
Property Address
   

 
Liquidation Type
REO
Third Party
Short Sale
Charge off
Deed In Lieu
           

 
Has this loan been previously modified?
Yes
No
Has this loan been crammed down in a bankruptcy?
   
If “Yes”, provide amount
 
 
 
Liquidation and Acquisition Expenses:
 
Amounts requiring Amortization Schedule for backup:
 
Actual Unpaid Principal Balance of Mortgage Loan
 
Interest Accrued at Net Rate Less Servicing Fees
 
Accrued Servicing Fees
 
 

 
 

 




 
Amounts requiring Additional backup:
 
Attorney’s Fees
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Attorney’s Costs
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Taxes
Payment history showing disbursements
 
Property Maintenance
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Property Inspection
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
PMI/Hazard Insurance Premiums
Payment history showing disbursements
 
Utility Expenses
Payment history showing disbursements
 
Appraisal/BPO Expenses
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
HOA Dues
Payment history showing disbursements
 
Cash For Keys
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Miscellaneous (itemized)
Requires Itemization and supporting detail
 
Total Expenses
------------------------------------------------
 
 
Credits to Loan:
 
Escrow Balance/Advance
Payment history showing disbursements and ending balance
 
Rental Receipts
Payment history showing application of funds to loan
 
Hazard Claim Proceeds
Payment history showing credit to account
 
PMI Funds
EOB document
 
Government Insurance Funds (Part A Funds)
EOB document
 
REO Proceeds
HUD 1 Settlement Statement
 
Government Insurance Funds (Part B Funds)
EOB document
 
Pool Insurance Proceeds
Payment history showing credit to account
 
Other Credits (itemized)
Payment history showing credit to account
 
Total Credits
------------------------------------------------
 

 
Total Realized Loss (or Amount of Gain)
$________________

 
NOTE: Do not combine or net remit items. All expenses and credits should be documented individually. Claim packages are due by the fifth business day of the month following receipt of liquidation proceeds. Late claims may result in delayed claim payment. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
 

 




Exhibit F
 
EXHIBIT L to the Warranties and Servicing Agreement
 
MODIFIED LOANS REPORT
 
Servicer Loan Number
SBO Number
Modification Date
Modification Reason
New effective Interest Rate Date
New effective Modified Payment amount date
Modification Effective date
Modified Balance
New Effective Modified Interest Rate
New Effective Modified Payment Amount
Modified Maturity Date
Capitalized Interest
New Modified Servicer Service Fee Rate
New Modified Investor Serivce Fee Rate
Fixed Service Fee Rate
Convert to Fixed Rate Loan
Modify to Fixed Rate Characteristics
Total Amount Capitalized
                                   
                                   
                                   
                                   
                                   

 

 




Exhibit G
 
EXHIBIT M to the Warranties and Servicing Agreement
 
CLAIMS SUBMITTED REPORT
 
Client
Loan Number
Inv_Loan_Number
Mortgagor Name
Inv Id
Inv Name
Claim type
F/C Sale Held
Prop Sold To 3rd Pty
Ratified
Rcv 3rd Party Sale $
Eviction Rq To Atty
Tenants Vacated
Part A Submit
Partial Funds Rec’d
Title Pkg To Hud
Title Aprvl
Part B-E Submit
Final Funds Rec’d
Claim To Inv
Remittance Letter
Report Date
Aged Days
WFHM Status
WFHM Comment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
EMC Claims Pending Payment
Total Claims Filed
 
 
0-29
 
 
30-59
 
 
60-89
 
 
90 +_
 

 

 

 




Exhibit H
 
EXHIBIT D to the Warranties and Servicing Agreement
 
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
 
The assessment of compliance to be delivered by [the Servicer] [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.
 
 
 
 

 

 



EXHIBIT S-1

REMITTANCE OVERVIEW REPORT

Remittance Overview Report: Provides loan level detail regarding the remittance that will be submitted to EMC Master Servicing and contains the following data fields in the order below:
 
Field
Field Description
Deal Name
VARCHAR (15)
Master Servicer Loan Number
NUMERIC (9,0)
Current Investor Category
VARCHAR (5)
Original Investor Category
VARCHAR (5)
Servicer Loan Number
VARCHAR (15)
Cutoff Date
DATE (MM/DD/YYYY)
Loan Next Due Date
DATE (MM/DD/YYYY)
Gross Interest Rate
NUMERIC (7,7)
Net Interest Rate
NUMERIC (7,7)
Pending Interest Rate
NUMERIC (7,7)
Servicing Fee Rate
NUMERIC (7,7)
MI Rate
NUMERIC (7,7)
Scheduled P&I Amount (P & I Constant)
NUMERIC (12,2)
ARM Index
NUMERIC (7,7)
Pending ARM Index
NUMERIC (7,7)
Beginning Scheduled Principal Balance
NUMERIC (12,2)
Actual Principal Remitted
NUMERIC (12,2)
Actual Principal Curtailment Remitted
NUMERIC (12,2)
Curtailment Adjustment Remitted
NUMERIC (12,2)
Liquidation Principal Remitted
NUMERIC (12,2)
Principal Not Advanced (stop advance loans only)
NUMERIC (12,2)
Scheduled Gross Interest
NUMERIC (12,2)
Actual Interest Remitted
NUMERIC (12,2)
Scheduled Service Fee Amount
NUMERIC (12,2)
Soldiers and Sailors Variance
NUMERIC (12,2)
Net Interest Not Advanced
NUMERIC (12,2)
Prepayment Penalty Remitted
NUMERIC (12,2)
PMI Premium Remitted
NUMERIC (12,2)
Additional Fees Remitted
NUMERIC (12,2)
Ending Scheduled Balance
NUMERIC (12,2)
Actual Amount Remitted Total (each loan)
NUMERIC (12,2)
Beginning Actual Balance
NUMERIC (12,2)
Actual Principal Collected
NUMERIC (12,2)
Actual Curtailments Collected
NUMERIC (12,2)
Curtailment Adjustment Collected
NUMERIC (12,2)
Gross Interest Collected
NUMERIC (12,2)
Net Interest Collected
NUMERIC (12,2)
Service Fee Collected
NUMERIC (12,2)
Actual Ending Principal Balance
NUMERIC (12,2)
Liquidation Date
DATE (MM/DD/YYYY)
Liquidation Type
VARCHAR (1)
Gross Liquidation Proceeds
NUMERIC (12,2)
Liquidation Expenses
NUMERIC (12,2)
Principal and Interest Advanced Balance
NUMERIC (12,2)
Delinquent Service Fee
NUMERIC (12,2)
Calculated Loss to Trust
NUMERIC (12,2)
Net Interest Remitted
NUMERIC (12,2)
Collected Interest Not Remitted
NUMERIC (12,2)
Ending Advance Balance
NUMERIC (12,2)
Soldiers and Sailors Flag
VARCHAR (1)
Soldiers and Sailors Old Rate
NUMERIC (7,7)
Soldiers and Sailors Old P & I
NUMERIC (12,2)
Modified Date
DATE (MM/DD/YYYY)
Stop Advance Flag
 
Stop Advance Date
DATE (MM/DD/YYYY)
BPO Value
NUMERIC (12,2)
Cash Flow Group
VARCHAR (2)
MSP Principal Balance
NUMERIC (12,2)
Debt Forgiven / Charged Off
NUMERIC (12,2)
Mortgagor PITI Payment
NUMERIC (12,2)
Bankruptcy Status
VARCHAR (2)
Foreclosure Status
VARCHAR (2)
Modification Status
 
Interest Only Loan
VARCHAR (2)
Escrowed Loan
VARCHAR (2)
Monthly Escrow Deposit
NUMERIC (12,2)
Escrow Balance
NUMERIC (12,2)
Escrow Advance Balance
NUMERIC (12,2)
Restricted Escrow Balance
NUMERIC (12,2)
Mortgagor Recoverable Corporate Expense Balance
NUMERIC (12,2)
Non-Recoverable Corporate Expense Balance
NUMERIC (12,2)
HUD 235 Loan Status
VARCHAR (2)
HUD 235 Balance
NUMERIC (12,2)
Late Charge Balance
NUMERIC (12,2)
Buydown Loan Status
VARCHAR (2)
Monthly Buydown Amount
NUMERIC (12,2)
Monthly Buydown Funds Balance
NUMERIC (12,2)
Prepayment Penalty Amount Waived
NUMERIC (12,2)
Prepayment Penalty Waived Reason Code
VARCHAR (3)
Material Breach Status
VARCHAR (3)
Material Breach Code
VARCHAR (3)
Prefunding Date
DATE (MM/DD/YYYY)
3rd Party Recoverable Expenses
NUMERIC (12,2)





EXHIBIT S-2

REMITTANCE SUMMARY REPORT

Remittance Summary Report: Provides summary data at a deal (investor/category) level regarding the remittance that will be submitted to EMC Master Servicing and contains the following data fields in the order below:
 

Field
Field Description
Deal
VARCHAR (15)
Investor
VARCHAR (5)
Category
VARCHAR (5)
Principal Remitted
NUMERIC (15,2)
Curtailments Remitted
NUMERIC (15,2)
Curtailment Adjustments Remitted
NUMERIC (15,2)
Liquidation Proceeds Remitted
NUMERIC (15,2)
Principal Not Advanced (stop advance loans only)
NUMERIC (15,2)
Principal Amounts Called/Collapsed
NUMERIC (15,2)
Total Principal Remitted
NUMERIC (15,2)
Interest Remitted
NUMERIC (15,2)
PMI Premiums Remitted
NUMERIC (15,2)
Soldiers and Sailors Difference
NUMERIC (15,2)
Net Interest Not Advanced
NUMERIC (15,2)
Non Comp Interest Remitted
NUMERIC (15,2)
Prepayment Penalties Remitted
NUMERIC (15,2)
Total Interest Remitted
NUMERIC (15,2)
Arrearage Amount Remitted
NUMERIC (15,2)
Aggregate Loss to Trust
Total Manual Adjustments
NUMERIC (15,2)
Debt Forgiven/ Charged Off
NUMERIC (15,2)
Additional Fees Collected
NUMERIC (15,2)
Total Remittance
NUMERIC (15,2)




EXHIBIT T

DEFAULT DETAIL REPORT

Default Overview Report: Provides loan level detail regarding the defaulted loans that are being serviced and reported to EMC Master Servicing. The report contains the following data fields in the order below:
 

Field
Field Description
Servicer loan number
VARCHAR (15)
SBO loan number
VARCHAR (9)
Zip Code
VARCHAR (5)
Original loan amount
NUMERIC (12,2)
Original value amount
NUMERIC (12,2)
Origination date
DATE (MM/DD/YYYY)
Loan type
VARCHAR (2)
Actual due date
DATE (MM/DD/YYYY)
Current loan amount
NUMERIC (12,2)
Corporate expense balance
NUMERIC (12,2)
Escrow balance/advance balance
NUMERIC (12,2)
Suspense balance
NUMERIC (12,2)
Restricted escrow balance
NUMERIC (12,2)
Current Value date
DATE (MM/DD/YYYY)
Current value amount
NUMERIC (12,2)
Current value source
VARCHAR (15)
VA LGC/ FHA Case number
VARCHAR (15)
% of MI coverage
NUMERIC (7,7)
MI certificate number
VARCHAR (15)
LPMI Cost 
NUMERIC (7,7)
Occupancy status 
VARCHAR (1)
First vacancy date 
DATE (MM/DD/YYYY)
Property condition
VARCHAR (2)
Property type
VARCHAR (2)
Delinquency flag
VARCHAR (2)
Reason for default
VARCHAR (2)
FNMA action code
VARCHAR (3)
FNMA delinquency reason code
VARCHAR (3)
Loss mit flag
VARCHAR (2)
Loss mit type
VARCHAR (2)
Loss mit approval date
DATE (MM/DD/YYYY)
Loss mit removal date
DATE (MM/DD/YYYY)
Repay first due date 
DATE (MM/DD/YYYY)
Repay next due date
DATE (MM/DD/YYYY)
Repay plan broken/reinstated/closed date
DATE (MM/DD/YYYY)
Repay plan created date
DATE (MM/DD/YYYY)
Foreclosure flag
VARCHAR (2)
Foreclosure attorney referral date
DATE (MM/DD/YYYY)
Actual first legal date
DATE (MM/DD/YYYY)
Date FC sale scheduled
DATE (MM/DD/YYYY)
Foreclosure actual sale date 
DATE (MM/DD/YYYY)
Actual redemption end date
DATE (MM/DD/YYYY)
Actual eviction complete date 
DATE (MM/DD/YYYY)
Actual eviction start date
DATE (MM/DD/YYYY)
Bankruptcy flag
VARCHAR (2)
Actual bankruptcy start date
DATE (MM/DD/YYYY)
Bankruptcy chapter 
VARCHAR (2)
Bankruptcy Case Number
VARCHAR (15)
Post petition due date
DATE (MM/DD/YYYY)
Actual discharge date
DATE (MM/DD/YYYY)
Date relief/dismissal granted
DATE (MM/DD/YYYY)
Actual MI claim filed date
DATE (MM/DD/YYYY)
Actual MI claim amount filed
NUMERIC (12,2)
MI claim amount paid
NUMERIC (12,2)
MI claim funds received date
DATE (MM/DD/YYYY)
Title approval letter received date
DATE (MM/DD/YYYY)
Title package HUD/VA date
DATE (MM/DD/YYYY)
FHA 27011A transmitted date
DATE (MM/DD/YYYY)
FHA Part A funds received date
DATE (MM/DD/YYYY)
FHA 27011 B transmitted date
DATE (MM/DD/YYYY)
FHA Part B funds received date 
DATE (MM/DD/YYYY)
VA NOE submitted date
DATE (MM/DD/YYYY)
VA first funds received amount
NUMERIC (12,2)
VA first funds received date
DATE (MM/DD/YYYY)
VA claim funds received date
DATE (MM/DD/YYYY)
VA claim submitted date
DATE (MM/DD/YYYY)
VA claims funds received amount
NUMERIC (12,2)
REO flag
VARCHAR (2)
REO repaired value
NUMERIC (12,2)
REO value (as is)
NUMERIC (12,2)
REO value date
DATE (MM/DD/YYYY)
REO value source
VARCHAR (15)
REO original list date 
DATE (MM/DD/YYYY)
REO original list price
NUMERIC (12,2)
REO list price adjustment amount
NUMERIC (12,2)
REO list price adjustment date 
DATE (MM/DD/YYYY)
Date REO offer received
DATE (MM/DD/YYYY)
Date REO offer accepted
DATE (MM/DD/YYYY)
REO scheduled close date
DATE (MM/DD/YYYY)
REO actual closing date
DATE (MM/DD/YYYY)
REO sales price
NUMERIC (12,2)
REO net sales proceeds
NUMERIC (12,2)
Estimated loss
NUMERIC (12,2)





EXHIBIT U

CALCULATION OF GAIN/LOSS

EMC Master Servicing Calculation of Gain/Loss on Delinquent Loan Worksheet
 
Date:           

 
Prepared By
Phone Number
Email Address
     

 
Servicer Loan Number
Servicer Address
EMC Loan Number
     

 
Borrower Name
Property Address
   

 
Liquidation Type
REO
Third Party
Short Sale
Charge off
Deed In Lieu
           
 
 
Has this loan been previously modified?                          Yes   No
 
Has this loan been crammed down in a bankruptcy?                 Yes   No
 
If “Yes”, provide amount _______________________________
 



 
Liquidation and Acquisition Expenses:
 
Amounts requiring Amortization Schedule for backup:
 
Actual Unpaid Principal Balance of Mortgage Loan
 
Interest Accrued at Net Rate Less Servicing Fees
 
Accrued Servicing Fees
 
 

 
 
Amounts requiring Additional backup:
 
Attorney’s Fees
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Attorney’s Costs
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Taxes
Payment history showing disbursements
 
Property Maintenance
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Property Inspection
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
PMI/Hazard Insurance Premiums
Payment history showing disbursements
 
Utility Expenses
Payment history showing disbursements
 
Appraisal/BPO Expenses
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
HOA Dues
Payment history showing disbursements
 
Cash For Keys
Corporate advance history defining amounts paid, reimbursed, payee and reason codes
 
Miscellaneous (itemized)
Requires Itemization and supporting detail
 
Total Expenses
------------------------------------------------
 
 

 
 
Credits to Loan:
 
Escrow Balance/Advance
Payment history showing disbursements and ending balance
 
Rental Receipts
Payment history showing application of funds to loan
 
Hazard Claim Proceeds
Payment history showing credit to account
 
PMI Funds
EOB document
 
Government Insurance Funds (Part A Funds)
EOB document
 
REO Proceeds
HUD 1 Settlement Statement
 
Government Insurance Funds (Part B Funds)
EOB document
 
Pool Insurance Proceeds
Payment history showing credit to account
 
Other Credits (itemized)
Payment history showing credit to account
 
Total Credits
------------------------------------------------
 
 
Total Realized Loss (or Amount of Gain)                                                                                                        $________________ 


NOTE: Do not combine or net remit items. All expenses and credits should be documented individually. Claim packages are due by the fifth business day of the month following receipt of liquidation proceeds. Late claims may result in delayed claim payment. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.


EXHIBIT V

CLAIMS SUBMITTED

Claims Submitted Report: Provides loan level detail regarding claims submitted by the servicer’s investor number that will be submitted to EMC Master Servicing and contains the following data fields in the order below:
 

Field
Field Description
Servicer Investor Number
VARCHAR (5)
Servicer Investor Category
VARCHAR (5)
Loan Number
VARCHAR (15)
Mortgage Group
VARCHAR (1)
Liquidation Type
VARCHAR (1)
Escrow Balance or Advance Balance
NUMERIC (12,2)
Corporate Expense Balance
NUMERIC (12,2)
Restricted Escrow Balance
NUMERIC (12,2)
Replacement Reserve Balance
NUMERIC (12,2)
Suspense Balance
NUMERIC (12,2)
Third Party Expense Balance
NUMERIC (12,2)
Charge Off Amount
NUMERIC (12,2)
Side Note Collections
NUMERIC (12,2)
Claim Amount Submitted
NUMERIC (12,2)




EXHIBIT W

EMC MASTER SERVICING ASSET AUTHORITY LEVELS

All asset management decisions and claim submissions for both standard and delegated authority levels require the servicer to comply with
all agency (ie: FNMA, FHLMC, HUD and VA) and insuring company requirements.
TASK
STANDARD AUTHORITY LEVEL
DELEGATED AUTHORITY LEVEL
 
APPROVAL NEEDED?
APPROVAL NEEDED IF….
APPROVAL NEEDED?
APPROVAL NEEDED IF….
Partial Releases2 
Yes
·  In all instances
Yes
·  In all instances
Assumptions1
Yes
·  In all instances
Yes
·  In all instances
Relief Provisions1
Yes
·  In all instances
Yes
·  In all instances
Forbearance Plans1
Yes
·  Plan exceeds 6 months or
·  Proposes to suspend payments
Yes
·  Plan exceeds 12 months or
·  Plan proposes to suspend payments
Modifications1, 2, 3, 4
Yes
·  In all instances
Yes
·  Only if the terms of the proposed modification exceed the parameters of the governing agreements or the loan is changed from an ARM to fixed rate or the rate is reduced by more than 2%
Pre-Foreclosure (short sales)1, 6
Yes
·  In all instances
Yes
·  The loss severity experienced is expected to be greater than 20%
Foreclosure Referral (1st liens)1
Yes
·  
·  The UPB is less than $30k or greater than $400k or
·  The mortgagor has paid less than 6 installments
Yes
·  The UPB is less than$50k or greater than$750k or
·  The mortgagor has paid less than 6 installments
Foreclosure Referral (2nd liens)1,7
Yes
·  In all instances
Yes
·  In all instances
Charge Offs
 
·  In all instances
 
·  If combined LTV is less than 80%
Buyout of 1st lien1, 4 ,6
Yes
·  In all instances
Yes
·  In all instances
Foreclosure Bid1, 6
Yes
·  The UPB is less than $30k or greater than $400k or
·  The mortgagor has paid less than 6 installments
Yes
·  The UPB is less than $50k or greater than $750k or
·  The mortgagor has paid less than 6 installments
Third Party Sales1, 6
Yes
·  In all instances
Yes
·  In all instances
Note Sales1, 6
Yes
·  In all instances
Yes
·  In all instances
Deed-in-Lieu 1, 6
Yes
·  In all instances
Yes
·  In all instances
REO Listing Price1, 5
Yes
·  The UPB was less than $50k or greater than $400k or
·  The mortgagor has paid less than 6 installments
Yes
·  The UPB was less than $50k or greater than $750k or
·  The mortgagor has paid less than 6 installments
REO Repairs (excluding property preservation)1
Yes
·  The necessary repairs total more than 1% of the UPB and an estimated return of less than 15% of cost
Yes
·  The necessary repairs total more than 2% of the UPB
REO Offers 1, 6
Yes
·  The loss severity of accepting the offer exceeds 25%
Yes
·  The loss severity of accepting the offer exceeds 25%

FOOT NOTES:
1.  To request approval, the servicer may be required to submit the following documentation to the Master Servicer: property appraisals, BPOs, equity analysis documentation, correspondence from/to title insurance companies, copies of insurer approval, loss mitigation documents and agreements with mortgagors, hardship documentation, closing/settlement documents, value reconciliations and repair estimates. Although master servicer approval may have been obtained as outlined above, the master servicer reserves the right to approve or deny losses at the time of claim submission due to servicer performance related issues.
2.  The Servicer agrees to provide to the Master Servicer copies of executed modifications within 10 days of execution.
3.  The Owner / Master Servicer reserve the right to remove all authority to complete loan modifications to ensure compliance with limitations outlined in governing agreements.
4.  The Servicer is to ensure that lien position is maintained in completing alternatives to foreclosure.
5.  The Servicer agrees to provide to the Master Servicer copies of marketing plans for all REO loans. Although the servicer may have asset authority as outlined above, the Master Servicer reserves the right to modify anticipated courses of action.
6.  Special notice of the task is required to be provided to the Master Servicer.
7.  The Servicer assumes all risks in addition to financial liability for amounts beyond 100% severity of the Owner / Master Servicer’s original position.





EXHIBIT X

DELINQUENCY SUMMARY REPORT

Delinquency Summary Report: Provides summary data at the servicer investor level regarding loan performance that will be submitted to EMC Master Servicing and contains the following data fields in the order below:
 
Field
Field Description
Servicer Investor Number
VARCHAR (5)
Mortgage Group
VARCHAR (1)
Performance type (Current, 30 days, 60 days, 90+ days, Foreclosure, Bankruptcy or PIF)
VARCHAR (6)
Count of Loans
NUMERIC (10,0)
Percent of Investor Number
NUMERIC (7,7)
Deal UPB
NUMERIC (14,2)
Percent of Deal UPB
NUMERIC (7,7)
Arrears Balance
NUMERIC (14,2)
Percent of Arrears Balance
NUMERIC (7,7)
Foreclosure Quick Sale
NUMERIC (12,2)
REO Book Value
NUMERIC (12,2)


 

EXHIBIT Y

LOSS SEVERITY SUMMARY REPORT
 
Loss Severity Summary Report: Provides summary data at the deal level regarding loss severity that will be submitted to EMC Master Servicing and contains the following data fields in the order below:
 
Field
Field Description
Month End
DATE (MM/DD/YYYY)
Deal Name
VARCHAR (15)
Servicer Investor Number
VARCHAR (5)
Servicer Investor Category
VARCHAR (5)
Mortgage Group
VARCHAR (1)
Loan Number
VARCHAR (15)
Liquidation Type
VARCHAR (1)
Loan Due Date
DATE (MM/DD/YYYY)
PIF Date
DATE (MM/DD/YYYY)
Gross Interest Rate
NUMERIC (7,7)
Net Interest Rate
NUMERIC (7,7)
Service Fee Rate
NUMERIC (7,7)
P & I Constant
NUMERIC (12,2)
Scheduled Beginning Balance
NUMERIC (12,2)
Arrearage Balance
NUMERIC (12,2)
Total Legal and Other Expenses
NUMERIC (12,2)
Scheduled Advanced Interest
NUMERIC (12,2)
Scheduled Liquidated Amount
NUMERIC (12,2)
Gross Liquidation Proceeds
NUMERIC (12,2)
P & I Advance Balance
NUMERIC (12,2)
Delinquent Service Fee
NUMERIC (12,2)
Net Liquidation Proceeds
NUMERIC (12,2)
Scheduled Net Interest
NUMERIC (12,2)
Net Liquidated Funds Remitted
NUMERIC (12,2)
Total Loss (Gain) Amount
NUMERIC (12,2)
Total Loss (Gain) to Trust
NUMERIC (12,2)
Total Loss (Gain) to Servicer
NUMERIC (12,2)
Total Loss Severity %
NUMERIC (7,7)
Total Loss Severity % to Trust
NUMERIC (7,7)
Total Liquidated Remitted
NUMERIC (12,2)
Claim on Trust Loss
NUMERIC (12,2)
Claim on Servicer Loss
NUMERIC (12,2)
Total Claim Amount
NUMERIC (12,2)




EXHIBIT Z

MODIFIED LOANS
 
Modified Loans Report: Provides loan level data regarding all loans that the Servicer has modified with the first modified payment due within thirty days following the end of the reporting cycle. The report contains the following data fields in the order below:
 
Field Description
Field Description
Loan
VARCHAR (15)
Investor
VARCHAR (5)
Original Category
VARCHAR (5)
Current Category
VARCHAR (5)
Stop Adv Flag
VARCHAR (3)
Modified Due Date
DATE (MM/DD/YYYY)
Mod Loan Curtailment
NUMERIC (15,2)
Mod Loan Curt Adjustment
NUMERIC (15,2) 
Principal Advanced Capped
NUMERIC (15,2) 
Net Interest Advanced Capped
NUMERIC (15,2)
Service Fee Advanced Capped
NUMERIC (15,2)
Third Party Bal Capped
NUMERIC (15,2)
Amount of Other Capped
NUMERIC (15,2)
Borrower Interest Contribution
NUMERIC (15,2)
Borrower Fee Code Arrearage Contribution
NUMERIC (15,2)
Borrower Principal Contribution
NUMERIC (15,2)
Amt Forgiven
NUMERIC (15,2)
Beg Delq Prin Bal
NUMERIC (15,2)
Beg Delq Int Bal
NUMERIC (15,2)
Beg Pre Prin Bal
NUMERIC (15,2)
Beg Pre Int Bal
NUMERIC (15,2)
Excess Int Adjust
NUMERIC (15,2)
Excess Interest on Mod
NUMERIC (15,2)






EXHIBIT AA

FORM OF CERTIFICATION TO BE
PROVIDED BY THE SECURITIES ADMINISTRATOR TO DEPOSITOR

 
Re:
Bear Stearns Asset Backed Securities I Trust 2007-AC1 (the “Trust”), Mortgage Pass-Through Certificates, Series 20006-AC5, issued pursuant to the Pooling and Servicing Agreement, dated as of June 1, 20006 among Bear Stearns Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation, as master servicer, seller and company, Wells Fargo Bank, National Association, as Securities Administrator, and U.S. Bank National Association, as trustee.

The Securities Administrator hereby certifies to the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual Report”), and all reports on Form 10-D required to be filed in respect of period covered by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;

(2) To my knowledge, (a) the Reports, taken as a whole, do 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 with respect to the period covered by the Annual Report, and (b) the Securities Administrator’s assessment of compliance and related attestation report referred to below, taken as a whole, do 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 with respect to the period covered by such assessment of compliance and attestation report;

(3) To my knowledge, the distribution information required to be provided by the Securities Administrator under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;

(4) I am responsible for reviewing the activities performed by the Securities Administrator under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the compliance statement of the Securities Administrator required by the Pooling and Servicing Agreement, and except as disclosed in the Reports, the Securities Administrator has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects; and

(5) The report on assessment of compliance with servicing criteria applicable to the Securities Administrator for asset-backed securities of the Securities Administrator and each Subcontractor utilized by the Securities Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report. Any material instances of non-compliance are described in such report and have been disclosed in the Annual Report.

In giving the certifications above, the Securities Administrator has reasonably relied on information provided to it by the following unaffiliated parties: [names of servicer(s), master servicer, subservicer, depositor, trustee, custodian(s)]

Date:________________________________      


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